Sensational Spider-Boy: Cold War
by Blitzkrieger
Summary: The Civil War is over, Adrian Parker aka Spider-Boy is an outlaw. Teaming up with a spymaster, and anyone still left willing against IronMan's 50 State Initiative and all of SHIELD. Adrian will travel across the country & world fighting friend and foe alike, the world has turned gray, and with it his own inner demons. But most importantly,it will be revealed of who's his mother is.
1. From Sidekick to Outlaw

SHIELD BASE ARIZONA

NIGHT

In the middle of the Arizona desert, a large Shield base stood. It had a crescent shapped building around a large concrete training ground. It large lights standing over the perimeter of it which was a long wired fence with towers around it. The base had an airstrip looking over a large canyon gorge, with a hundred foot drop.

 **SHIELD state base 48, sometimes confused for Area 52, or at least that's what Fury tells me.**

Walking around the base were armored Shield troops holding machine guns, they were walking in rows of two, both of them didn't notice a black blur leap over the fence and start to run toward the base. As spotlights of the base moved around, the shadow climbed to the top of the base.

The base has been changed from whatever classified stuff it use to do, to train a new group of superheroes for what Fury says star calls 'The 50 State Initiative', a superhero team for every state.

 **The shadow was small, wearing all black and two lenses of a mask, reflecting the moonlight. The ones here are called the Champions or was it something else, I'm trying to remember which one.**

The figure climbed to a vent and opened it before sliding into the vent, he stuck to the top of the vents looking over his shoulder down below to see other guards marching down the hallways. He waited till the passed pulling out a small device, it was a small circle with eight small legs. It started to crawl down out of the vent up to camera without being seen. It latched on and started to beep red till it turned red. Through the wires and walls to a large monitor room with dozens of cameras across the base, a SHIELD Agent one of them started to get staticy before settling.

 **Alright, if Fury is right about his tech than the cameras should be hacked and be looping the same footage for the last two hours.**

The shadow crawled out of the ceiling vent and stuck to the shadows from the lights that were only dimly lit. When a spotlight of the base passed by, they moved to the shadows away from it and kept climbing on the walls "I'm in." the figure said quietly holding up a black gloved hand with a white box on the back of his hand as he spoke in an ear piece "Good, head down the hall past the three doors to the next hallway." A familiar voice with a deep throat said back to him.

The small show crawled down the hallway till he turned around a corner, and at the end he saw two guards at a metal door. They appeared to be talking to one another and didn't even notice him on the ceiling. Out of the darkness two webs stuck onto their helmets pulling them forward followed by two loud smacking noises and two thuds of unconscious bodies on the floor.

 **Over two hundred guards, at least seven or eight superheroes who all work for Iron Jerk, not to mention the best security system just missed an eleven year old.**

The shadow dropped down in front of the metal door and saw a keypad, also wit ha card key slot, a small red lit was attached to its side. Looking back at the two shield guards knocked unconscious. They shot a web toward their belt were a key card was and ripped it off the belt with the web before swiping it, the keypad turned green as the doors opened and the shadow slipped in into a large room. It was covered in about three dozen small monitors and five bigger ones with a single empty chair, "What am I looking for?" the shadow asked under his two lenses mask.

"Starks employed a Miss Pepper Potts code name Hera, to be this groups man, or woman behind the desk." Whoever the shadow was talking to said "To sync better with the team and their tech, he gave her a special neural headset." He said back to his agent.

The intruder picked up piece of tech that looked like a neckbrace, if somewhere to wear it than it would cover both their cheeks and neck, around the back of the head with two things on the ear. As well as a yellow band around the chest, "Does it look like a neckbrace from the eighties?" he asked.

"So, you found it?" the voice replied, "Yeah, attaching the bug." The intruder said pressing a small six legged device, "I thought spiders weren't bugs?"

 **I think my dad be upset I got that wrong.**

The intruder looked at headset saying "Whatever." or neckset was started to activate "So what are we doing?"

"Starks changed all the passwords to all Shield files after our stunt in LA." The voice said to him, "So we're downloading the passwords."

The voice replied "Yes."

Suddenly all the lights in the SHIELD base lit up along with a dozen alarms, blaring lights, "Tripped the alarm, move to extraction." The voice said, as the Shadow dropped the headset "Way ahead of you."

 **It's never easy, but it's always fun!**

The base started to go on full alert as Cape Killers armed and ran out of their barracks, they ran into the hallways "We have intruders, in the tech room." They headed straight for the room where the intruder burst out of straight toward the cape killers saw him coming "Intruder found enga- what they its just a god damn kid?" the one who spoke saw a web wrap up his flying out the windows were the Shield Cape Killers as bullets ripped through the metal and black kicks and punch's smashed into the Cape Killers armor and glass masks.

Finally a small figure clad in black broke out of the side windows of the compound landing on the pavement of the bases as a spotlight shown down on him revealing who he was. It appeared to be a boy, eleven or twelve years old, he had full brown hairs hidden under a mask that wrapped around the top of his head, but not his neck, chin. It had two wide bug eyed lenses around the eyes. His whole body was covered by a skin tight black suit that had a white spider on the torso that had legs that bent down than up and down again wrapping around to the back with the same logo.

 **If you've forgotten, my name is Adrian Parker, I'm eleven years old, and I'm also the youngest person to ever be wanted by the FBI, CIA, and SHIELD, or at least that's what my friend tells me, you may know me by another name.**

"SPIDER-BOY GET DOWN ON THE GROUND, IN THE NAME OF THE UNITED STATES GOVERNMENT YOU ARE UNDER ARREST." A loud speaker from a SHIELD gunship looked down on him with a spotlight as Cape Killers rushed him. Some of them opened fire but his spider sense and reflexes allowed him to dodge and evade as he kicked and punched his way through them.

 **If your wondering why the black suit, I saw that my dad, Spider-man had switched to this more… stealthlier version, me, because my old one got torn to shreads over the course of last year.**

Spier-Boy grabbed a Shield cape killer and through him into another, "All of you stand back, we'll handle this."

Spider-Boy spun around to see six new enemies, they were all varying shapes and sizes, and they weren't SHIELD agents. The lead one was wearing a mostly black suit with a white cape, yellow torso that had a orange shield on his chest that resembled that of a sniper scope logo. The same for almost all of them, except two. He had greying dark hair like Reed Ricahrds but fuller and less combed back. Two blue gloves with floating above the ground, he had light skin and brown eyes and a flowing white cape.

 **Henry Hellrung, code name Anthem, failed actor who use to play Iron Man on a TV show, he's got storm powers. Somehow he and Stark were such good friends he's the leader of this new team, whatever it's called.**

Next to him on his right was a young woman, barely out of her teens with flowing blonde hair, blue eyes and white skin. Her suit nearly mimicking Anthems except it was more femine, a crop top short sleeved shirt with a dark black collar, the same logo, blue orange edged bracers on her wrists. Her legs were covered by dark black pants with x stitchings on the side.

 **Becky Ryan, use to be a pop icon, singer, dancer, I use to listen to her music but just never liked it. From what Fury has told me she can turn her entire body into whatever it wants to be, think Mystique combined with Mr. Fantastic.**

Another woman with dark black hair, fair skin and full lips and even fuller breasts wearing a dark black shirt, with a hole cut out above her breasts with two red cirlces on her shoulders. She ahd on a white cape like Anthem, with white gloves wearing long sleeves over her forearm and biceps, and a set of tight pants that matched.

 **Magdalena Marie, aka Veda, was a great actor, super cool action woman, and super hot from what Johnny Storm says. She can summon these humanoid soldiers from organic material, and she can make them do whatever they want.**

Another woman was floating up above, she was holding a large glowing sledge hammer with blue lighting come from it. She was wearing a suit similar to Veda but had a pink jack vest on her chest with pink hair. She appeared to be the youngest.

 **Mullahound Black, aka… Mullahound, use to be a mutant, but lost her powers on M-Day, from what Fury can tell me she's connected to the grid somehow, but she can also fly and swing that hammer really, really hard, so I think the ladder is more important.**

On the ground in front of them was a man in a black and white suit with the same logo on the chest, wearing a full mask except for his mouth and a red visor covering his face, and the logo on his forehead. He wore white stripes on his arms and had two knee pads with a set of metal legs.

 **James Wa, Calamity. use to be a baseball player in Japan and was on his way to the MLB, even heard the Mets were going to take him, which I was stoked for. To bad he got in an accident and lost his legs, now he's got some bionic ones mixed with what Starks giving to him**. 

Lastly behind the mall was a giant robot with a glowing red dot screen monitor with a head, covered in guns.

 **Sgt. Micahel Fields, Fury says this guy was at the Battle of Mogadesha, lost the use of his legs. Was rescued after he got captured and once they made a movie about his life he wasn't to happy about how it portrayed his life. One bad day at a Liberty Memoria lProtest, and he lost the use of his legs. But Uncle Stark gave him a new set of legs as Supernaut… that names as dumb as-whatever this teams called.**

Anthem landed in front of Spider-Boy, "You really want to go up against the Order, young man."

"That's it!" Adrian said out of nowhere, to Anthem making all of the registered superheroes look at him strange "Pardon?" Veda asked, "The Order, your name I totally forgot." Adrian said slapping his masked forehead. "I mean, Stark is making so many superheores to fill his Superhero army." Adrian said as he kicked a helmet toward them.

The Order stared at him "I'd mind what you say about Tony Stark young man." Anthem said "He's made this country a safer place for everyone, and has put his life on the line for this country, and the world."

 **I'm out numbered seven to one, time to do the math**

Spider-Boy tucked the small spider bot into his glove, "He's turned the worlds biggest intelligency agency into his private club, he's betrayed his friends turning them into the FBI's most wanted cause they disagree, and he murdered the greatest one of us all." Spider-Boy shot a web at a large truck and pulled it right off the ground and hurled it at The Order "WHAT KIND OF WORLD IS THAT?" he yelled as Anthem held up his hands and blasted the truck. It exploded "Alright, grab the kid but don't break." Anthem yelled as the explosion of the truck disappeared and they saw no one was there. "Where'd he go?" Calamity asked, "Supernaut scan, while Pepper gets ready." Anthem ordered as the robot exoskeleton.

"On it." Suddenly Supernaut felt a tap on his shoulder his heads camera saw Spider-Boy right on his back "So what are you, the prototype for Iron-Mans rejected suit?" he asked as he smashed his fist into the black hud of Supernauts robots head ripping apart the glass and metal. He backflipped of him and shot a web right into Vedas face "Stupid brat." Mullahound yelled flying toward him and swinging her hammer at him.

 **Calling me a brat, man that gets old, than again I'm not that old.**

He saw her coming and when she swung he pressed his foot off her hammer, shooting a set of webs at Anthem webbing him up as Anthem tried to summon a small storm around himself "Geez hammers, and thunder powers, still trying to make Thor." Adrian said as he landed on the top of a tank "Cause the last one worked out so well."

 **Keep it cool, these guys are highly trained, by SHIELD, by Iron Man, keep them talking.**

Spider-Boy said as a group of large humanoid monster men appeared around him "Just cause I can't see, doesn't mean I can't fight." Veda said under the webbing as she tried to pull it off summoning her golems "What are you doing Spider-Boy, get to the extraction." Fury yelled in his ear "I'm trying." Adrian whispered.

 **Fury is another story, he trained Shield, trained Iron Man, and he's training me.**

Adrian started to kick and punch at them, his blows removing parts of their bodies but they kept coming. "Different when your not the one fighting." Spider-Boy said as he flipped out of Vedas puppets. He was met by Anthem blasting him with a blast of wind, after breaking free from the webs "Than fight me.". He flew straight towards one of the bases bright lights. Shooting a web out of wrist and latched onto the poll swinging around "Please, you haven't seen me fight."

 **And trust me, Fury is a lot harder coach than Iron Man.**

Spider-boy donkey kicked Anthem right in the chest knocking the wind out of him, Spider-Boy bounced of Anthems chest and swung his leg around kicking Mullahound right in the face, she was pushed back but her hammer was able to hit him in the back sending him right into one of Vedas mud men. They grabbed him and held both his arms and legs as they recovered. "You know we're required under law by the registration to unmask you." Anthem coughed getting up "But I've seen you on Milk boxes for the past six months." Anthem added "Beats looking at your cheesy actor face." Adrian said under his mask.

"Geez the mouth on this kid." Calamity said getting the boys attention, "Least I don't have the most confusing name."

The speedling looked at the web slingeer "What?"

"You heard me, Calamity." Spider-Boy said sarcastically "I mean come on, what kind of speedster doesn't have a speed like name." he pointed out "Calamity is an awesome name." Calamity said rushing up to him with his super speed "My Cheetah legs let me go almost mock one." He pointed out, Spider-Boy rolled his eyes under his mask "Well there are at least two names you could go by, Cheetah, Mock, at least those make sense."

 **Just got to get them talking, get distracted.**

"You know, he has a point James." Supernaut said inside his slightly damaged suit "Wait you agree with him?" Calamity asked, "Your name is just a cheesy out of the cereal box name." the speedster barked.

 **So far so good.**

Spider-Boy shrugged "To be fair, the name Supernaut, makes sense, Juggernaut was taken so he gets a pass, but if I were you I'd change it to something more robotic, maybe Robonaut, the Iron Soldier, heck even Robotron." Mullahound cocked a brow "Those last two weren't bad."

 **Come on, keep it up.**

Anthem slapped his hand on his forehead as they talked "You don't even have a superhero name." Calamity pointed out, "She doesn't need one, Mullahound Black." Spider-Boy said as Vedas golems held him in place "That has got to be one of the coolest names I've ever heard and that's coming from a kid who knows a guy named Luke Cage." Spider-Boy said as Calamity bit his lip "Okay, what about these two?" he asked pointing to Veda and Anthem.

 **Almost there, just a little more idiot.**

"Calamity, focus, it doesn't matter-" Anthem started "Oh no it does, come on Anthem, Veda?" Calamity asked Spider-Boy "Weeeell, the way I see it Anthem is just a cool name, and Veda just sounds cool." Calamity rushed up to Adrian again this time right in his face "And Calamity doesn't?" he asked as Veda tried to not look so sheepish at how angry he was getting

The boy shook his head "Not even close, because Calamity would mean your legs did more than just make you fast, and for some one whose super fast, your super slow."

 **Show time**

"Slow for what" Calamity asked, to which Adrian answered "This." He drew back his head and smashed his skull right into Vedas visor cracking it. Before Spider-Boy tore his hands out of the golems Veda was controlling and webbed her up. He yanked her right at Anthem making her loose control of the golems that turned back into the ground. Before Calamity could react Adrian dropped both his feet onto the Speedsters legs ripping the metal apart

 **Fury once told me, when you can't win all else fails, fight dirty.**

Instead of trying to attack Mullahound or Supernaut Adrian rushed them and leapt over the two with a flip before webzipping his way to the other side of the base. "Fury, I'm heading to the extraction."

He looked over his shoulder to see The Order and half of Shield right behind him, "To late kid, extract is coming to you." Fury said as Adrian saw something coming his way behind Shield and it was coming in fast.

Oh boy, this will be fun.

Spider-Boy rushed toward the end of the base right towards the drop of the side of the cliff the base was on. Behind him Anthem and Mullahound were in hot pursuit "Wheres he going to go now?" Mullahound asked as something whizzed past their heads. At the end of the air strip Adrian leapt off the cliff side turning around in the air and shooting two webs at a dark black quinjet with and latching on as it flew off into the night taking him with it.

Anthem and Mullahound arrived at the edge of the cliff to see him fly away right out of their grasp "Man, the boss will be pissed." Mullahound sighed.

Up above them, Spider-Boy crawled up to the jet as it flew using his webs as ropes into the Qunjet, it was dark black, like a stealth bomber and at the helm of the ship was a man in dark blue fatigue with white glows and boots. He wore a harness and belt that were both white with pistols. "That wasn't part of the plan" he said as Adrian pulled his mask off as he sat next down to him "I got caught up Colonel Fury." Adrian said as he buckled up "If your going to do this kid, than you need to follow my orders to the letter." Fury said as Adrian took out the small spider droid "I'm sorry, I didn't mean to trip the alarm." He added.

"You didn't I did." Fury said as he flew them away.

 **What the hell!**

"I wanted to see how you would work under pressure with a limited time, and you failed." Fury said as Adrians face fell he groaned "Does that mean?"

Fury looked back and smiled with an evil glint in his only eye.

MOJAVE DESERT

SHIELD SAFE HOUSE 48

 **So, Fury has, has a lot of bases like Cap said to him. Fury is the only level thirty three member or he was till he went underground. But that didn't stop Fury, he told me that the Bunker he gave Captain America was one of many, like the one we're using. This one has everything. About a dozen different rooms for people, a meeting room, lab, a hanger and garage for Fury's private Quinjet, and about a dozen other cars, planes, helicopters, bikes etc. But I think Fury's two favorite rooms are his monitor room, and the training room.**

Adrian flipped over another laser blast, he was wearing his spider suit but without the mask. He was in a large metal room that was similar to the danger room, but it also had multiple turrets coming out of the floor, walls, and ceilings. Adrian dodged each of their laser blasts as robot arms leapt out of the walls and started to try and grab them. Adrian shot webs at them tangling up in the webs.

 **Remember how I said Fury was a harder coach than Stark?**

The spider boy grabbed metal turret and tore it out of the wall and through it at some arms making them explode.

 **I may have undersold it.**

He heard a door open behind him and saw four very large hulking robots with single red eyes and full metal bodies like humans without necks. They than all opened their arms and chests to show various weapons, chainsaws, extra guns, turrets, even one with a flame thrower.

Elsewhere in the safehouse, Nick Fury was in a large monitor room with a dozens of monitors one of them a camera showed Adrian trying to fight the robots. He turned away and held up the small black spider drone, taking some twezers he opened it up. He removed a small chip and placed it in the bin of a machine next to the computer. The screens all opened up dozens of files, with codes, pictures and schematics.

He heard a loud crashing sound coming from the monitor Adrian was on, Fury looked back at it to see Fury ripping out the robots arm that had the chain saw and used it as a weapon slicing and slashing away at the robots.

 **If your still confused, Fury decided that if I was going to work with him, I'd have to go through what he calls 'Training Wheels Program', actually he didn't come up with it. It's a training regimen Iron Man and Captain America came up with for the Avengers.**

Adrian drove the chainsaw arm into one of the robots as another opened up its chest with a unibeam and aimedit right at him. His spider sense kicked in and he moved out of the way making the robot hit another, from Fury's monitor room the one eyes former director smiled.

 **This isn't the only thing I have to learn.**

Later the boy was in the safe houses laboratory, he was looking through an advanced microscope, wearing a white shirt and jeans looking at something under the scope.

 **I mean I don't mind the physical stuff.**

After the lab, Adrian was sprinting on a treadmill at full speed the whole treadmill was shaking at his running.

 **But the learning… it's like being in school.**

Adrian was asleep at a metal desk with about a dozen files, and a computer inside his private living quarters. It had a single bed, a metal desk that fit into the corner with a computer, and that was it. His suit was lying on the side of the room on his bed, he was snoring loudly when suddenly a red alarm started to blare in his room.

He sprung up onto the ceiling clinging to the walls, "Kid, come see me in the monitor room."

Yawning, Adrian got up and left his room behind. After he suited up he walked into the monitor room, "Alright, what is it now, more training room or lab stuff?" Adrian asked.

"No, you remember what Captain Americas real goal was?" Fury asked him, Adrain crossed his arms "Get the SPHA repealed."

"In a way, but it was also showing people you didn't need a mask to do it, so… how abot picking up where Captain America left off."

DALLAS TEXAS

 **I swore that the top three states I would never visit, are Alabama, Texas and Oregon, why not Texas at the top…. Well, we don't have time for the reasons.**

"HAIL HYD-" Spider-Boy kicked a man in green and yellow fatigues with a yellow H on his face and chest right in the face "Oh shut up, if I have to hear one of you guys shout that one more time I sweat to god." Spider-Boy was in a large warehouse surrounded by members of HYDRA, they were all in green holding laser rifles and weapons. "Kill this kid already." One shouted shooting at Adrian who dodged. Spider-Boy shot two webs at a crate in the warehouse and swung it right into them. "Cut one limb off, two more shall take it's place." One of the HYDRA agents said running right toward Spider-Boy with a grenade in a suicide attempt. "Not today." Spider-Boy said shooting a web at the mans face and kicking the grenade out of his hand making it explode part of the ceiling away.

 **On the bright side, I get to fight terrorists**

The terrorists rushed him trying to restrain him only to be met by black footed and gloved kicking and punching on a heroic level.

 **Best thing about terrorists, you don't really have to hold back.**

The terrorists dog pilled on him only to be blown away by him breaking them off.

He looked around seeing none left standing, "That all of them?" Spider-Boy asked, "Looks like, good work kid." Fury said in his ear piece, "Yeah, I'll start webbing them up and call the cops." Spider-Boy said as he started to spin webs around the entire group of incapacitated Hydra agents, "Good work now-" Adrian stopped as he heard Fury stopped "What is it?"

 **Spider sense!**

"GET OUT!" Fury yelled through the ear piece as the ceiling exploded open and flying into the building tearing through the metal and beams. Spider-Boy leapt out of the way to giant creature.

Spider-Boy shot up to see the creature, it was almost as big as the Thing, and almost the same shade of orange. "Is that… an Armadillo?" Spider-Boy asked Fury, the Armadillo man looked p and smirked with a wide face and fangy teeth "Hola nino." He said in spanish. The widnows on both sides of the warehouse crashed open and so did both walls. Five more people appeared.

The first one was a man in all white with a cape, tight black pants and shirt, with a gun belt around his hip and a ten gallon hat he had two white handled six shooters, his white mask was featureless and had only two eye holes. Ash he jumped through the window with a man dressed as a native American warrior with brown chaps, a red loin cloth some bone like armor and a wolfs hood holding a spear

Coming through the door him a man in a Similar outfit using some sort of wind power like a twister, wearing another ten gallon hat and black mask, the blue suit had a popped collar with two T's on both sides of his chest with black gloves. His lowerbody swirled with a force of a twister.

On the left side two women burst in on the other side, a native American or Mexican woman with a red headband wearing a black cape with a red tint and yellow suit, her body was engulfed in flames as she landed next to another womam. She was Caucasian with flowing blonde hair wearing a red white and blue suit. She had the same getup like the other two cowboy men, with red gloves and white edges, with matching boots. She had on a white star over her chest also holding a six shooter pistol.

"Reach for the sky-" the one in white said before cutting him off "Wait… is that Spider-Boy?" he said lowering his guns for a sec before raising them again, Spider-Boy was still looking around under his mask "… Fury." He whispered as quietly as possible. "This is the Texas registered super hero team, The Rangers Armadillo, Phantom Rider, Red Wolf, Texas Twister, Firebird and Shooting Star." Fury said into his ear.

 **Not to hard to put which name to which honestly, leave it to Texas and its ego to come up with a name like this, didn't have time to research this team- slow down just think.**

Shooting Star lowered her gun "I think it is, he's on Starks Priority target list." The blonde said as Adrian looked over at her under his bandana mask.

 **Shooting Star, got a gun, doesn't look like anything else than a marksman, probably knows how to fight too, other than that human.**

"Whats his name… Andrew… Andy, no Adrian." Phantom Rider said as he moved a bit, "Alright look here son, under the Super Human Registration Act, section 1.5 page 2, no minors under the age of sixteen are allowed to engage in unregistered superhuman activities, or face time in juvenile hall." Phantom Rider said as he put his guns down.

 **Phantom Rider, I know this guy, he's human but his costume isn't. Can turn intangible and walk on air, like the girl he's a crack shot.**

The one with the tornado around his body disappeared, "Don't think he's listening to you Rider." Texas Twister said, Adrian curled his slowly into fists making his knuckles pop.

 **Texas Twister, how… original, guy can make tornados it seems, this guy could be a problem.**

The boy heard the last two "Didin't this kid drop the Hellicarrier on Ms. Marvel." Armadillo said with a thick latino accident, "Geez, really?" the dark skinned woman said. Spider-Boy looked back over his shoulder "Kid, get out or go through them." Fury said in his ear.

 **Armadillo and Firebird, Armadillos probably just a thing version of the same animal, big strong, that shells got to be tough as hell. Firebird, Human Torch knock off by the looks of it.**

"Looks like this calf did the bulls work for us." Texas Twister said kicking a Hydra agent covered in webs, Spider-Boy was silent waiting to see what they would do "Stow it Twister." Phantom Rider said as he holstered his guns and took out some handcuffs "Listen here son, need you take off your mask, put your hands on your head and get on the ground." Phantom Rider said as he started to walk toward Adrian as the others were all trained on them. Spider-Boy got tense up before kicking off the ground so hard he cracked it "The hell I will!" he snapped as he rushed Phantom Rider.

Shooting Star pulled the trigger on her gun and Adrian dodged each of her bullets, "Red Wolf move." She snapped not wanting a crossfire making the liscened hero duck, meanwhile Spider-Boy grabbed onto the Phantom Rider and through him right into Texas Twister who was already summoning up the winds, "Get'em." Shooting Star snapped

He shot the webs at the Rangers behind him grabbing Red Wolf spear and Shooting Stars gun out of their hands he smashed them on the ground "You want me, come get me." He said as he ran right for the warehouse exit. He burst through the metal doors like they were nothing and started to swing out into the city.

"Firestar, Twister, with me." Phantom Rider barked running after him taking to the air "Armadillo, Shooting Star, he's heading to main street, cut him off." Rider ordered as they chased after him.

 **This is why I never wanted to come to Texas, cause Texans think they are all that.. also the heat, it's murder.**

Spider-Boy zipped through the buildings of Dallas, the Rangers members following fast behind like a posy after an outlaw, "Firestar, take'em." Phantom Ryder said running next to her. "You got it." Firestar whizzed, past the two me and grabbed Adrian by the arms before he could shoot another web "That's enough niñito." She said as he looked over his shoulder.

"Oh please, you think a second rate human torch is going to stop me." He spun around taking both her arms with him as he landed on her back forcing her to fly down into a car smashing in the roof "Or any of Starks lakies?" he asked jumping onto a lamp post. Both Twister and Phantom Rider landed next to him arms at the ready.

"Hands up lil'partner." Texas twister said small tornados wrapped round her both his arms "How about no, you cereal box excuse for a Superhero." Spider-Boy said as he pulled the top of the lamp post off with himself as he hurled it right at the Twister.

Texas Twister blasted the post away from himself trying to blast Spider-Boy with the winds as he leapt and dodged with his spider sense "Your breaking the law kid." Twister snapped "Only thing breaking the law is that mustache." he said as he barely dodged a blast of wind landing next to a car. He ripped said cars door off and used it as a shield blocking the gusts of wind.

His spider sense flared when he looked behind to see Phantom Rider, "Hands behind your head." The officer said.

 **He won't shoot, he's a hero, I'm a criminal right now.**

Spider-Boy spun the car door around smashing Phantom Rider with it sending him flying back into the street. "Rider!" Shooting Star and Armadillo who was rolled up into a ball and her on top of a horse riding down the street, on the back was Red Wolf. She shot over at Spider-Boy and he dodged each of her shots, "Hold your fire Shooting Star, he's a minor." Texas Twister said circling around him, as she got off next to Phantom Rider"He sure aint acting like it." She said as Armadillo leapt into the air "Than lets stop treating him like he's not amigos." Armadillo barked as he headed straight for the boy down below.

 **Time to put that weight lifting to use.**

Armadillo turned into his ball form the size of a truck and fell right on top of Adrian and all the Rangers gasped, Spider-Boy had caught Armadillo. His knees bent his body crouched over holding the giant monster like atlas holding the world.

"¿Cómo?" the monster said in espanol, and Adrian replied in the same tongue "Fuerza de araña, perra." Spider-Boy pressed off the ground hurling Armadillo right at the two gunmen. The monster uncurled his body as he crashed into them and Spider-Boy dodged a blast of fire and wind from Firebird and Texas Twister. Both hands shot toward them webs spitting out and grabbing both of them and pulling them toward him making both heroes crash into each other. Red Wolf appeared out of nowhere above Adrian but his spider sense let him grab the native American hero by the throat "Red Wolf is it?" Spider-Boy asked and the hero gulped nodding "Tell Stark something for me." Spider Boy webbed up the registered super hero before dropping him on the ground "Tell him I've just started."


	2. The Harder they Fall

STARK SHIELD HELLICARRIER

The brand new SHIELD Hellicarrier built by Tony Stark was hovering over Manhattan, superhero capital of the world. The hellicarrier shared Iron Mans color scheme with a garish design. The Hellicarrier looked more like a battle ship with its wedge nose, and large guns on the top and sides. In its central control room, the director of SHIELD was standing. Iron Man was in front of the command center, he was in full red and yellow armor, he was surrounded by both holographic images of The Order and The Rangers. "So let me get this traight?" he said arms crossed "Months ago, we sent Ms. Marvel to bring Spider-Boy in, few days ago he shows up in the Orders maximum secure level base, breaks in and manages to hack our quintil level fire walls with a small spike getting who knows how much data before escaping hand picked Shield Agents." Iron Man said looking at the Order and at Anthem in particularly.

"Next, we learn that our mystery vigilante whose been running up and down the west coast and south west tearing up any supervillain or terrorist cells we know about a new one is the same kid, furthermore." Iron Man hissed looking at The Rangers who were all looking worse for wear.

Phantom Rider had his arm in a cast and also his leg, Shooting Star was in a neck brace, both Texas Twister and Firebird had bandages and various bandaids on their bodies, "He not only eludes but embrass's another of highly trained Superheroes in less than fifteen minutes flat?" Iron Man asked curling his metal hands into fists as he uncrossed his arms "…Tony." Anthem started to say "YOU MORONS!" he yelled at all of them.

"Do you have any idea how bad this makes us look!" he barked, "Be thankful Anthem that your incident was covert, unlike you Rangers." Tony said as his helmet opened up and he looked over at the Texas team, "See these?" he asked showing them screens of cellphone recordings and traffic lights "These are all over youtube 'Spider-Boy back in action' 'Kid wipes floor with Red Necks' and this is the best one so far." Iron man showed them a video on facebook that read "The Unstoppable Spider-Boy!" he snapped. As it showed Adrian fighting them.

Iron Man took a deep breath, "If we can't arrest one little boy, than none of you deserve to call your selves super heroes."

Phantom Rider looked at his team "So superheroes beat on kids now?" he asked, "No they beat on criminals." Iron Man said cutting the feed and leaving himself alone to sigh. Iron Man said as he looked at a large screen showing Spider-Boy holding Red Wolf "zzt Tell him I've just started." Iron Man played the recording over and over "Tell him I've just started."

"Tell him I've just started."

"Tell him I've just started."

"Tell him I've just started."

As he heard it a few more times Iron Man replied, "Bring him in, or bring him down." He looked back over his shoulder at another hero, with a insect name like Spider-Boy.

PHOENIX ARIZONA

 **You think I'd no better to wear a black spider suit in the desert.**

Spider-Boy was in the middle of the Capital City of Arizona, he was also in the middle of a super hero brawl with other costumed characters. Spider-Boy had on his dark black suit version of the Spider-Man suit with a black bandana mask over the top of his head with the two white lenses hiding his already known identity. He was currently dodging bullets from about a dozen men all wearing dark black leather with skull masks on riding motorcycles. "The Ghost Rider Gang?" Spider-Boy said as he kicked one of them off their bikes "You guys do realize the Ghost Rider isn't evil." He said as he shot a web at one of the Riders with a shotgun ripping it out of his hands and using it to smack another across the head. They were fighting in the heart of Phoenix right outside a large white truck that the bikers had surrounded.

 **You heard me, the Ghost Rider Gang, bunch of Meth dealers, but lately they've taken up a new hobby, human trafficking in and out of Mexico, and the aren't bringing in people for a better life.**

"Hurry up Parker, you're on the clock." An ear piece in Spider-Boys ear said, far away former director of SHIELD Nick Fury was giving him instructions in the secret Shield Bunker. "Its not on the clock when I'm having fun." Spider-Boy said as he sensed a biker trying to run him over from behind. Spider-Boy flipped over grabbing him off the bike and throwing him toward a light pole and hanging him up their by the webs.

Spider-Boy shot webs at the rest cacooning them in webs making it imposible for them to fight or fire their weapons. He kicked one and punched another until all of them where on the ground, suddenly one he missed ran up from behind with a crowbar "Fucking kid I'll kill yo-" Spider-Boy spun around with his spider sense meaning to dodge but he swung his elbow down smashing it into the bikers collar bone destroying it. The man let out an agonizing scream, Spider-Boy froze watching the Biker grab his shoulder, even Fury gapped seeing the loss of control

 **What the- I only meant to dodge.**

"Oh crap… I was trying to dodge, I-" "FREEZE!" Spider-Boys head shot over to see about a dozen cops jump out of six police cars all with pistols trained on him. He held up his hands "Easy boys, it's over… but this guy needs first-" "Get this psychotic kid away from me!" The biker screamed as he crawled away.

Spider-Boy instantly webbed him up and a cop fired a shot "On the ground, hands on your head kid." One of the cops said , Spider-Boys head moved before the bullet got even close dodging it "I said easy!" Spider-Boy said hands up, "These guys are human trafficers." Adrian said to the cops as they inched closer and he gestured to the truck.

 **Crap, I don't want to fight cops.**

"I said on the ground." The cops shot back as a bang from the truck.

All the cops and Spider-Boy looked at the noise as another bang came from it.

 **Looks like I won't have too.**

The two of the cops moved to the truck and saw it was locked, "Where's the key." Spider-Boy pointed to one of the larger bikers on the ground. The cops commanding officer put his gun away "Stay there." He ordered Adrian who started to look around, he could hear more police sirens on their way as the cops took the keys and opened the truck. "Christ almighty." The captain said as they saw what was inside, about two dozen, men, women and children, all gagged and hands tied behind their heads, they all appeared to be of Hispanic origin, some were white, a few blacks etc.

They were all sitting in silence with one banging their head on the side of the wall making the noise, The police captain was drawn away by the sound of more gunfire and looked back to where Spider-Boy was to see he was gone swinging away from the scene of the crime. "Hold your fire." The Captain said, watching the boy swinging away.

"But Captain, the kids a criminal you saw the wanted posters." Another officer said as he looked back at the people in the truck "Now I'm not so sure."

DOWNTOWN PHOENIX

 **We've been at this for almost two weeks now, break up a terrorist group here, capture some FBI most wanted there, I'd be lying if I wasn't happy for**

Adrian walked into a large abandoned building on the edge of the city. He headed to the end of the building room and pressed his hand on the wall. The wall opened up and a metal door appeared before opening to show a staircase. He walked down it, peeling off his mask as he walked through metal floors and walls.

 **One of Fury's safehouses, we arrived a week ago and have been operating out of it for a while, wonder when we're going to move again.**

He walked by an open hallway with Nick Fury leaning up against the wall arms crossed smoking a cigar "Good work out there today." Fury said. The boy looked back at him "I guess, so what is it this time?" Adrian asked the one eyed spy master.

"As you know, Captain Americas final mission was never finished, breaking out anyone who Iron Man and SHIELD caught wearing a mask." Fury said "You found it?" Adrian asked.

Fury nodded "Not that hard to find, its getting in that's the problem." Fury said as he started to walk wanting the boy to follow, Adrian did so walking with Fury. "Its not on any public map if that's what you want to know." Adrian saw the man hold out a file that had the number 42 on it. He handed it to Adrian "Prison 42, its located in the Negative Zone." The files had papers and pictures of a space station in the middle of an asteroid belt in another dimension "Richards and Stark built it, imprisoned a bunch of heroes and villians during and after the Civil War, not sure how many are in."

"How do I get in." Adrian asked putting the file down, "Actual surrender kid." Fury said stopping and turning around.

"Who knows how many are still in the prison." Adrian asked, him as the two stood their, "Getting in is easy, but how will you get out?" Fury asked the boy.

Adrian held up empty hands "I'll… figure it out as I go along, but you said it yourself if we don't use the codes we got from the base till they change it?" he asked.

Colonel Fury stared the boy down uncrossing his arms "Kid if you want to go get yourself captured than go, but if you want my help doing some real work out there like with Hydra and the biker gang, than you do as I say for now, and when I saw we're ready, and when I say your ready, we hit the prison."

 **How is this any different from Stark.**

"But if you want in, we need to get someone who got out." Fury said as he flipped the file to show the picture a man in a green suit with a purple mask.

NEW YORK CITY

SANCTUM SANCTORUM

Hidden in the walls of New York City, was Doctor Strange's lair, the Sanctum Sanctorum. Doctor Stephen Strange's is located at 177A Bleecker Street, New York City, NY 10012-1406, on the corner of Bleecker Street and Fenno Place in the heart of Greenwich Village. Also known as the Sanctum Sanctorum, the townhouse has served as the personal residence of Doctor Strange and former as the headquarters of the Defenders and the New Avengers. It is also the greatest concentration of occult esoterica and mystical phenomena in existence. The Sanctum Sanctorum is a three-story Victorian-style brownstone townhouse built in the French Baroque architecture design with a Mansard roof. Due to its mystical nature, the exact dimensions of the Sanctum Sanctorum are variable allowing the building to seem more spacious on the interior. Additionally, furniture, doorways, corridors, and even entire rooms will move creating a labyrinthine distortion of time and space. The first floor houses the foyer, drawing room, library, living room, dining room, and Wong's kitchen. The second floor consists of a study, Doctor Strange's private bedchambers, Wong's private bedchambers, and multiple guest quarters. The third floor is composed of the meditation chamber, mystical library, and the storage area for occult artifacts. The Window of the Worlds, large window on the third floor, connects to in the mediation chamber and is decorated with a pattern of the Anomaly Rue, the Seal of the Vishanti. Finally, in the basement are Wong's storage room, the laundry room, and a magical furnace designed Horguun to contain the Flames of the Faltine. There is a utility shaft for servicing the furnace that leads from the basement to the third floor meditation chamber. An alleyway on the Fenno Place leads to a small courtyard and stables where Valkerie's steed Aragorn is kept. There is also a bathhouse with waters that few mortal beings can survive, a medical recovery chamber inhabited by ghosts, M.C. Escher-ian staircases, and several doors acting as gateways to other dimensions.

The building had once been in perfect condition, well maintained through magical powers of Doctor Strange. However currently the building had fallen into ruin, the windows were boarded up, the buildings door had been kicked in and put back up with another boarded up door. It was totally and utterly abandoned, or so it seems.

"LET ME GO!" Hiding in the mansion under the guise of a magical spell, where the Avengers, or outlawed Avengers who had formed a new team with the membes of Captain Americas Resistance. Dr. Strange, with a large red cape flowing behind his blue robes, next to him was Spider-Woman who were looking at Iron Fist, Wolverine, Luke Cage who were all trying to hold back Spider-Man. The wall crawler was wearing his black suit like his son and currently restrained by his comrades "He was in Phoenix, just teleport me there and I'll find him."

Cage had him in a full nelson, while both Iron Fist and Wolverine held the mans arms "Easy Parker, we know you want to go find your kid but-" "I SAID LET ME GO!" Spider-Man said throwing Wolverine off right into a wall. "Pete come on, just listen." Iron Fist said as he was broken off by Spider-Man too leaving only Look Cage.

"Kid listen to me, listen!" Cage said shaking him as he drug him away from everyone else. Iron Fist and Wolverine started to follow but Spider-Woman stopped them, "Easy boys, let the man work his magic."

Spider-Man looked up at Cage "I know how you feel, trust me man I do."

"Jessica and my little girl, I have them here, I have my family and you don't." Cage said as Spider-Man started to calm down speaking to the only other father in the room "Your wife is with your aunt, your boys who knows where." Cage said letting go of Spider-Man.

Seeing he wasn't trying to fight any more Cage continued "Spider-Boy, Adrian is your son, I get that, and you know just as much as me if he's half of you he'll be alright."

"Luke…" Peter said taking of his black mask, "I can't do that, I spent months thinking he was dead, with Aunt May in the hospital, I pushed him away in the Civil War and look what I did." Peter said as he sat down in the nearest chair "Parenting is ten times harder than being a superhero." Peter said "Truth" Luke siting down next to him.

PHOENIX

NIGHT

Spider-Boy was sitting on top of a tall building looking down at the city, down below he could see three large black SHIELD trucks driving through the city.

 **Three trucks, three dozen guards all Cape Killers, carrying a high priority prisoner**

The boy leapt off the building and started to swing down to the toward the trucks.

Inside was a man who looked like he had been beaten black and blue by the cape killers wearing a dark green suit with purple gauntlets and boots. He full body handcuff around his entire body. His face showed his brown skin, black hair and beard.

 **Hobie Brown, aka the Prowler, master at stealth. Genius inventor, knowledgeable in pneumatic technology, despite having no formal education in the field. Green Belt in Tae Kwon Do, plus plenty of street fighting experience… at least that's what Fury knows about him. From what my dad says, Brown wasn't a bad person, a criminal for a time but is a mercenary now, or was.**

Brown or the Prowler was in the middle truck with a dozen Shield Agents around him, as Spider-Boy swung down to his truck and was high above them for a good amount of time "I'm above the truck." Spider-Boy said into his ear piece "Browns in the middle truck, take out the first two." Fury said to him. Spider-Boy fell back swinging behind the last truck and shot webs right at the tires stopping it dead.

 **Prowler escaped during the final battle of the Civil War, how Shield got him is a mystery, even to Fury.**

He swung up to the first truck and did the same thing but this time they saw him. "We got company." The Cape Killer inside Prowlers truck said. Suddenly Prowler snapped his restraints right off and smashed them right into the glass mask of one of the CK's before kneeing another in the face and grabbing their tranquilizer guns opening fire "He's loose." They yelled "And your screwed." Prowelr said as he grabbed his mask off one of their belts and pulled it on. Je started to kick and punch his way as the ones driving the vans looked back "What the hell?"

Suddenly Spider-Boy landed on the top of the tricks front "Mind if I drive?" he asked punching a hole through the window and grabbing the steering wheel forcing them to turn so hard the bus flipped and inside Prowler was still kicking and punching when he moved through the chaos when the truck finally came to a halt. Prowler had refitted his gauntlets and belt around himself when he broke the door open. "Need a hand?" Spider-Boy asked on top of the truck. Prowler let out a long groan "Awe hell, I'm never going to live this down." Prowler said as he grabbed the boys hand and was helped out of the truck.

"Whats that suppose to mean?" Spider-Boy asked him as Prowler checked both his gauntlets and boots "Nothing personnel kid, what you did in LA has given you more street cred than most, but your still Spider-Boy, not Spider-Man." Prowler said as they heard police sirens on their way.

Spider-Boy and Prowler looked to the sirens "Lets talk about that later, theirs someone who wants to meet you."

"Usually I'd run, but anyone whose got the balls to piss of Iron Man like you, lead the way." Prowler said as they ran to the nearest building and started to run up it with their powers and technology to the top of building while the cops arrived on the scene.

FURYS HIDEOUT

Prowler and Spider-Boy crawled into the windows of the abandoning building with Spider-Boys wall crawling abilities and Prowlers technology. "This is where your staying?" Prowler asked, "Where we stay, for now." Spider-Boy replied "We just moved shop here a while ago." He added as they walked down stairs to the same fake wall "We, are you with Cage?"

Adrian was about to open the wall, "Cage? As in Luke Cage?" he asked Prowler who scatched the back of his head "Who else, after the Captain America got captured words out on a group of the 'Secret Avengers'." Prowler held up his hands making quotes "I heard your dad was with them during the Carnage stuff in Manhattan?" Prowler said as the door behind him opened, with Nick Fury walking out. Prowler held up both his gauntlets and aimed them at Fury "Whoa, whoa he's on our side." Arian said.

"Trust me Brown, if I wanted to kill you, you'd already be dead." Fury said as Prowler looked at Spider-Boy, "… Alright." He said lowering his arms "So whats the catch?" Prowler asked.

"Catch?" Adrian asked looking at Fury, "Yeah whats the catch for busting my ass out of lock up?" Prowler asked Fury, "Intel, everything you know about Stark, SHIELD, Prison 42 and than your gone."

Prowler looked at Fury than Adrian who gave him a nod "Gone where?" Prowler asked.

"Mexico, Europe, name it and I'll get you what you need." Fury said holding up his hand, Prowler looked at it, "Do I have a choice?" Prowler said taking his hand.

LATER

In the hidden base, Fury and Prowler when a metal floored and walled office with a single table and chairs, both of them sat of files and pictures of Shield stuff.

 **Fury and Prowler talked for hours, I waited outside, I couldn't hear what they were saying it was all gargled and muffled behind the doors. I figured it was all about how Stark was in total control, and how everyone was arrested or registered. But I just didn't like being kept in the dark.**

The door finally opened with Prowler and Fury walking out, "I'll have everything you need to get across the boarder tomorrow." Fury said looking back at him "The barracks are that way, with some food in our storage room, go nuts." Fury added as Prowler turned to go "Just make sure you don't screw me over Fury, you may be disavowed but you were still SHIELD."

Fury seemed to not take kindly to it "I was SHIELD."

Adrian looked up at the Colonel, "So what he say?" he asked, "Enough, you did good work today, go get some rest."

"Uh thanks, but really think you should tell me what he told you, I was willing to sit outside but if we're working together shouldn't you at least tell me what you wanted to know?" Adrian asked him. The cyclops glanced over at his shoulder "It's on a need to know basis." Fury grunted walking off.

 **What, after all I did, after everything I risked- I'm the one out their risking my life for whatever it is we're doing, I thought he was helping me he-**

When Fury was out of sight around a corner Adrian smashed his fist into the nearest wall leaving a small fist sized indent. Spider-Boy looked over at the mark in the wall and than at his hand the glove had slightly ripped and so did his skin with the knuckles starting to bleed.

 **What?**

After a while Adrian walked into the room he was using and laid down, as he looked up at the ceiling it was only a few minutes till he was fast asleep.

….

….

….

….

….

It was all red, he was back in Manhattan, at school fighting Carnage, all he could see was the monsters teeth, the claws, his own blood staining the pavement.

Adrian shot up from the bed not from the nightmare but from the sound of a raging alarm, the door wooshed open and Fury burst in in full gear "We're compromised." He said as Adrian was still in his black spider suit but without his mask. He grabbed it off the nearest table and ran out of the room behind him. As they ran out Prowler was already in the hall "What the hell is going on?" Prowler asked them.

"They found us, you must have been tracked." Fury said as Prowler started to follow them when all of a sudden the entire ceiling started to crumble, Spider-Boys spider sense burned "Get down." He yelled shooting webs at both Fury and Prowler pulling them to the floor as a giant black hand came carving up the bunker. The ceiling was torn away and so was the entire old building on top of them was lifted up.

 **Oh crap**

"The hell was that?" Prowler asked as dust and rubble fell on them, towering over them in yellow and black was nothing short of a giant man, "Now here's a suprise." The three outlaws looked up to see One of the three smartest men on the planet "Yellowjacket." Spider-Boy said looking up to see one of the original founding Avengers towering over them literally holding the remains of the old building in his black gloved fist. Yellowjacket looked down at them "I thought you had sunk low Adrian, but Fury you have no idea how lost you are."

Adrian helped lift a piece of rubble of Prowler as Fury dusted himself off, "Yeah well…" Spider-Boy said gripping the rock "Good friends are hard to come by!" Spider-Boy yelled hurling the rubble right at Yellowjacket.

Pym held up his hand blocking it, it was like a pellet turning into smoke against his palm, "Run!" Fury said as they dashed underneath the remains of the building into the hideout, "You got a plan or something?" Prowler asked as they ran through the underground tunnels "How the hell do you think I became Director of SHIELD." Fury said holding up a detonator with a big red button.

Up above SHIELD Cape Killers, had rushed into the underground "This is Bravo squad qe are in purs-… whats this under the floor." Their CO had noticed the floor had been wrenched open from the rubble falling and saw dozens of yellow packages that had big C4's on the top "FALL BACK, FALL BACK." The Cape Killers yelled scrambling to get out. Yellowjacket saw them trying to escape and reached down scooping them out of the base "I got you." He said just in time as Fury pressed the button burying the entire hide out and destroying anything inside of worth.

Deeper under the city, Fury, Prowler, and Spider-Boy had slipped into the sewers running through the crap and murky infested waters. "It's at least half a mile from the getaway car." Fury said in front of them "If their still following procedure than the city will be surrounded we'll have to go into the desert, but we'll need a distraction." Fury said as they came to a fork in the sewers. "The Bigger they are…" Fury said down to Adrian who could feel SHIElD trucks rumbling overhead "The harder they fall."

Topside, Yellowjacket was looking on top of the skyline as a helicopter flew next to him "Mr. Pym, we've lost track of them but we've set up road blocks in every junction."

"Check the sewers, check everywhere, this is the first siting of Nick Fury since he left SHIELD he is now our priority use any means to bring him in, leave the Parker Boy to me." Yellowjacket said to the helicopter as the CK looked over Pyms shoulder "Uh…. Yellowjacket?" the Agent asked under their helmet "What is it, out with it?" Yellowjacket asked "You got a spider on your shoulder.

Yellowjacket looked over on his left right shoulder to see a small black suited Spider-Boy on his shoulder "You know I got Ant-Man cause you could shrink, Giant Man was even better, Goliath sure, but when you could grow… but Yellowjacket?" Spider-Boy asked "That's just… just why?" Spider-Boy asked as Yellowjacket swung his massive hand over onto his shoulder and Spider-Boy flipped off shooting a web out hundreds of feet above the air swinging onto the side of a building "You've caused us enough trouble tike." YellowJacket said turning around to face him "I always liked the term mischievous meddler, but hey I know how much you like to change names."

"Keep him distracted Spider-Boy, we're halfway to the extraction point." Fury said into Adrian's earpiece "On it." Spider-Boy said leading Yellowjacket away.

 **How the hell am I going to do that?**

Spider-Boy dodged another swipe from Yellowjackets massive hands as the Avengers kept trying to snatch him. He landed on top of Yellowjacket running around his chest with the giant trying to swat him like a fly till he landed on Yellowjackets back and the giant couldn't reach him cause he was to big.

 **Have to buy Fury and Prowler more time.**

"Dammit Adrian I just want to talk." Hank said under his mask, as Adrian saw a bunch of Shield sniper run onto the top of a nearby building "Yeah well trying to swat me Luke fly with a dozen snipers on every building doesn't inspire much confidence." Spider-Boy yelled back leaping off and swinging around the air.

Yellowjacket stopped dead in his gigantic tracks "This is Pym, all forces pull back." Spider-Boy attached himself to a building as the SHIELD forces started to pull back, he crawled up to the top to see the snipers back away. "Mind if I come up?" Hank asked looking at the kid under the mask.

 **This could work, I keep them talking like before and I can find a way out.**

"Normal size." Spider-Boy said agreeing, Yellowjacket shrunk down to his original size. He was still taller than the boy, but most adults were. "Alright so you going to listen?" Hank asked removing his mask showing his blonde hair and brown eyes. "Talk." Adrian said still wearing his mask "That's the idea." Hank said back to him lowering his arms chuckling a bit but Spider-Boy didn't speak "Alright I'll just flat out say what nobody else has probably said to you since it all happened, sorry."

Spider-Boy cocked a brow "What?" He asked "Sorry, we're sorry you've had to go through all of this, sorry Carnage tried to kill you, sorry about what it's done to your family, Tony feels terrible about what happened to Peters Aunt." Hank said taking a step closer and Spider-Boy moved back making Hank stop. "But please, let me at least try to explain what we're trying to do to save the world." Pun said holding his hands up "I already know how, you grab anyone and everyone with powers or super tech and draft them, if they say no or try to run they get shoved into a black bag."

Pym opened his mouth but hesitated "Its true, we have had to apprehend people who refused to cooperate but it's better than the alternative, letting everyone run around like it's the Wild West, as vigilantes."

"We did it before, we always came through and we didn't do it on a government to do list." Spider-Boy said as he backed up again "We worked with Shield not for it, they had our backs and we had theirs wasn't that the deal."

Hank growled at himself "What happened in Stamford was a tragic terrorist attack, we need to show the bad guys we can overcome it." Hank said to him "Well I'd say your failing spectacularly, I may be eleven but even I know terrorism wins when you give into terror like you did, where you sacrifice freedom for security and give power to the men who will never give it up."

"Adrian your a child not a superhero, your just running around like a vigilante." Hank

"That's what I am, what you use to be, now your a bureaucrat who beat his wife."

Hank gaped at Adrian stabbing at such a sensitive subject "Listen hear young man, I'm trying to be lenient, your lucky they sent me and not Gyrich a man you don't want to meet." Hank said pulling his mask back on "The last real man I knew was shot in New York City being led to the court house in chains."

"You don't think we haven't looked into that, Tony nearly lost it when Cap died we all did, he was the whole reason some of us became superheroes in the first place."

"And yet you guys practically pulled the trigger yourselves." Spider-Boy said seeing Yellowjackets hands turn into fists "... Give up Adrian, your working with Nick Fury the mans ten times worse than Tony Stark."

Spider-Boy didn't budge "Maybe, but if you think wearing a badge and putting all your friends behind bars makes you a hero, then I'd rather be an outlaw."

"I know kids don't like it when we say this, that's why I'm trying to talk to you like an adult, but your confused Adrian." Hank said to the boy "If Peter had jus explained it to you better, if Captain America hand't been so stupid none of this would have to happen… take him." Yellowjacket saidas Spider-Boys spider sense burned he side stepped as a bullet came whizzing past him burying itself into the top of the building "Dammit Spider-Sense, forgot about that." Yellowjacket grumbled to himself getting in a fighting position.

Spider-Boy looked up at him daggers in his eyes "Forgot about that didn't you." Spider-Boy started to run right at Pym who held his hand up "Wait it was only a tranquilizer to knock you-" "Tranquilize this!" Spider-Boy said smashing his fist into Yellowjackets gut so hard he sent the Avenger flying off the building. Spider-Boy chased after him and leapt off the building shooting a web at Pym and bring him up starting to punch him in the face as Pym started to grow back into his giant size.

When his truck sized feet it the ground Spider-Boy leapt off onto the nearest building "Guess your going to need a timeout." Yellowjacket growled.

"Yeah yeah… Ms. Marvel said the same thing." Spider-Boy said.

EDGE OF THE CITY

Nick Fury and Prowler made it to the edge of the sewers where Fury walked up to a covered vechile, and pulled of a tarp to show a jet black quinjet, "Damn, you guys travel in style." Brown said under his mask "You think the boy will be alright back there?" Prowler asked as Fury opened the jet with a remote and started to walk in with Prowler right behind him "Kids tougher than he looks, a shame Stark or Rogers never saw it with enough training he could be one hell of a soldier." Fury said glancing over at Prowler who looked at the controls "Really, that's amazing, guess that's what Tony is trying to do with all those other young people at Camp Hammod."

Fury suddenly reached for his pistol at his side "I know, tell me how many do you have at the camp." Prowler turned around confused "Huh?"

"I'm sure you already got one with the Avengers, is it Yellowjacket, or is Stark himself?" Fury asked again to Prowler "I… I don't know what you mean?" Prowler asked as Fury pulled his pistol and pressed it right at the purple mask "To, bad." Fury said pulling the trigger blasting Prowlers brains out.

PHOENIX

Spider-Boy was dodging through bullets and a giant set of hands trying to grab him, he ran up a building dodging sniper fire and Pym who slapped his palm in his way forcing the kid to leap off the building and swing down into a construction yard. Sliding in and out of the buildings frames "There's no way out of this Adrian, we have the city surrounded and over a hundred agents in this district alone, just come out already." Yellowjacket said as Spider-Boy hid behind a beam inside the construction site.

"And give up, register, turn my back on everything I believe, that's easy enough for you to say when you work for the government." Spider-Boy said as he looked for an exit only to see helicopters flying around the entire building and sniper laser dots on every corner and open wall.

Yellowjacket peered inside the halfway constructed building "Dozens of Captains Americas resistance has joined us, the Fantastic Four, Young Avengers and so many more."

 **I need to find a way out, I need to fight my way out of here…**

Spider-Boy peeked out from behind the shadows as he got behind a stack of wooden beams "The Thunderbolts, Bullseye, Taskmaster, Venom and about a hundred other supervillan murderers, how nice?" Spider-Boy asked him his voice echoing around "They registered, pardoned." Pym said back to him as Shield Agents started to propel down into the construction site on the various levels surrounding the Spider-Boy "And the ones who don't are thrown in jail, their families forced to flee the country… yeah good old USA." Spider-Boy said as he looked to see two metal beams the had been sliced at the end into angles so they would be welded together to fit better, but they weren't welded yet, and the ends were very sharp like spears.

 **I have to fight…**

Spider-Boys heart was racing, as Pym looked into the building with one eye **"Your just a boy whose trying to play Captain America."**

 **I have to win...**

"Maybe." Adrian said grabbing the beam and running to the buildings nearest exit with it he leapt off right above Yellowjackets holding the metal beam with the sharp end above his head "But boys play rough."

 **No matter how brutal!**

Spider-Boy wrapped the sharp beam uner his arm and shot a web at Yellowjackets head swinging down below before he let go and dove right for the giants legs, he drove the sharp end of the Yellowjackets left heel ripping through the costume and skin and hearing a echoing loud roar from Yellowjacket. The scream was so loud windows shattered and Spider-Boy fell to the ground grabbing his ears. He was able to open his eyes wide enough to see Yellowjacket falling right down on him.

He web zipped his way out of the way as the goliath hit the concrete with a crash falling into some of the buildings as Yellowjacket held his leg up and tore out the beam like it was a nail that had hamstrung him. Yellowjacket turned toward Spider-Boy in a rage and yelled "YOU LITTLE PUNK!" he started to smash his fist into the ground and on the walls of the buildings wherever Spider-Boy was but he kept dodging while it knocked over lamp posts and cars were sent flying.

 **He's angry, to angry to focus, I can use that.**

Spider-Boy saw a car flying through the air next to him and shot two webs out at it spinning around in the air he hurled the car right at Yellowjacket hitting him right in the face, before it crumpled up on impact.

 **Crap, I was hoping it would explode, damn you for lying to me videogames.**

The Avengers mask had been slightly torn and the white lense on his mask had shattered open to show one of his eyes, full of rage. Spider-Boy started to hurl different objects at hi mas he dodged Yellowjackest giant fists cars, mailboxes, a fire hydrant but it barely did anything. Yellowjacket got to one knee and shot his hand forward after Spider-Boy dodged him again and grabbed him with one hand scooping him up.

 **Crap, crap, crap, crap!**

"Grrrrr you went to far their Adrian, now calm down or else I might actually squish you like the bug you are." Hank said under his mask as Spider-Boy tried to free himself pushing off on all the figners with his hands legs and back "You know ehehehe-rrr for a scientist you really are an idiot to think spiders are bugs." He chuckled through the pressure "Still got that stupid parker mouth, lets see how much you talk when your out of oxygen." Yellowjacket said as he cupped is other hand over the fist locking Adrian in.

He started to gasp and sweat as the oxygen was cut off, "Come on… Come on… Come on." Spider-Boy said as he kept pushing but Yellowjacket kept squeezing.

 **Can't… hold on… much longer**.

"This is Yellowjacket, I need medics here, one for myself and another for Spider-Boy." Yellowjacket said to Shield through his ear piece when suddenly his fists shifted and was a loud crack followed by about a dozen other bones shattering at the same time, Yellowjacket yelled again as his hands burst open bent and broken and out from it Spider-Boy leapt screaming shooting multiple strands of webbing right at Yellowjackes throat he spun around running around his shoulders till he had multiple webs wrapped around the heroes throat. He pulled them up like reins on a horse squeezing them around the titans neck.

Yellowjacket tried to grab at the webs but almost all his fingers had been broken.

 **Bring him down, bring him down, bring him down.**

Spider-Boy pulled even tighter making Yellowjacket fall onto his back, above them Shield Agents in gunships on buildings "Dammit shot that crazy kid before he kills Yellowjacket." One of the CK yelled "I can't we could hit Pym."

 _ **Choke him-break him-kill him.**_

"Spider-Boy!" the voice of Nick Fury ripped into Spider-Boys ear, "Get out of their we're clear, get to the nearest building for pickup." Spider-Boy looked down at yellowjacket. His eye practically bulging his hands mangled and his leg gushing blood and his hands went limp as he let go

 **Run, just run, don't think.**

Spider-Boy zipped to the nearest building "Targets moving light him up." The Cape Killers opened fire on Spider-Boy who ran up the wall to the top of the building where he saw Nick Furys black quinjet flying up to greet him. He leapt to the top of the building and got on. His spider sense flared when he heard two something's explode. He looked over his shoulder and saw two missiles flying fight at them "Look out look out." He yelled o Fury who saw the rockets.

"Hold on." Fury said hitting the thrusters as Spider-Boy dug his fingers into the metal as the ship flew away from the rockets. "Deploying flares." Spider-Boy heard Fury say into his ear as dozens of flares flew around them sending the rockets on different courses before the door to the ship opened and Spider-Boy clawed his way inside into the ship. He collapsed onto the floor as Fury looked back seeing the boy on the metal floor "Dammit, autopilot." Fury said to the ship he rushed over to Adrian and propped him up pulling off his mask. "Damn, your paler than Ghost Rider and just as hot." He said as he opened up a med kit on the wall "What happened to Prowler?" Spider-Boy asked him.

"He got away." Fury replied "But what got into you?"


	3. Prey and Predator

THUNDER BOLT MOUNTAIN

"That kid is making a mockery of us." Hidden in the Colorado rockies away from the ublic was the secret base of the Thunderbolts a supervillian team sponsored by the government. Walking through its metal walled hallways was a man with red hair, sunglasses and a green suit. Next to him was Acting Director of Shield Mariah Hill, "Keep it down Grych, the whole mountain can hear you." she said as he stormed through the base. "He made us look like fools, Starks Avengers in every state is moronic."

Hill walked briskly next to him "B Stark won't take off the kid gloves, he still considers the parkers to be his friends." She said as the two headed deeper into the base.

"So, we're of one mind Hill?" Grych asked her as they walked into a lab "If by one mind you mean turn the dogs loose, yes."

The red head smiled, "Not dog... wolf." He said looking into one of the quartined rooms and inside was a creature that was never meant to exist.

FURY SAFEHOUSE 21

Adrian was laying out on a flat table with an x-ray machine going over his whole body, he had his hands over his private areas just incase. The room he was in appeared to be a medical room of some kind and as the x-ray machine went over him, it appeared on a screen across the room that Nick Fury was looking at. "You know you shouldn't smoke." Adrian said as he saw the spy master suck on one of his cigars "Wife use to say the same thing." He said as he tapped it on a desk seeing the X-ray of the boy.

 **Fury and I left Arizona right after Yellowjacket and Shield arrived, after he told me Prowler was gone, I figured he'd find his own way, probably went to Mexico.**

Fury looked at the scans of the boys body, "Well your perfectly healthy, and that's was interests me?" Fury said back to Adrian who reached for his pants as he sat up puling on his red spider suit pants "What do you mean?"

"Look here." Fury said pointing to the x-rays showing his skin, muscle, organs, nerves, and than bones "You wounds are all healed, your bones and the ones you broken are reinforced and your metabolism is in overdrive." Fury said showing him all the stuff on the screens as he got dressed "Well I do have superpowers." Adrian pointed out to him "True, you inherited your fathers spider abilities and all the stuff that came with it, but the last time I saw his medical records it wasn't anywhere near yours." Fury said.

The eleven year old looked up at him "Uh… you know I bet your pretty smart right?" he asked "What?" Fury asked him "Isn't it obvious." Adrian said pointing to the x-rays "I'm mutating into the most terrible and terrible creature known to the world."

"A teenager." Adrian whispered to him.

The one-eyed spymaster glared down at him without saying a word walking away.

 **Now I know why I never met this guy, no sense of humor.**

Adrian put on his shirt and walked around the medical room and headed toward a wall that opened up to reveal the city by the green bay, Chicago.

 **As I said before, we got the hell out of Arizona and headed north to the only city like New York City, Chicago. Fury hid jet on the outskirts of town before we made our way here to another one of his safehouses, and this one is a lot nicer since its not underground.**

THUNDERBOLT MOUNTAIN

"Are they ready?" Gyrich asked the scientists. The walls were dimly lit with greenish light and many metal machines and consoles surrounded a glass wall that held something inside "Uh well its ready." A scientist with dark grey hair and mustache with glasses and a white labcoat said "What? I thought we had a dozen fully developed and ready." Gyrich barked at the spliced who hid behind his note book "Well we did, but the defect sir- the runt we kept if any of the others were lost?" He asked him as Gyrich looked like he was ready to rip the scientists in half.

Gyrich glared at him under his sunglasses "What about it?" He asked "It ate the others, all of them." The Doctor said as both Hill and Gyrich were shocked, "Christ Gyrich." She said looking at him

But instead of showing rage or disgust Gyrich smiled "Good." He said looking into the cage at a monster "Now we use the bait." He said back at Hill who tapped her fingers as she handed him a bag of what appeared to be a bag of hair strands "We use it to track the target, nothing more." She replied "Agreed." he said tearing out the hair and throwing it in the cage.

CHICAGO

Adrian was laying on the couch of the safehouse, it was a large penthouse apartment with blacked out window.

 **Fury wants me to keep a low profile, so I can't leave the penthouse till he says so.**

The floors were all nice carpet except for the kitchen and bathrooms. A flat screen TV was on the wall opposite from the couch, Adrian had on his spider suit under a green T-shirt as he walked to the kitchen, and by walk he leapt off the couch attaching to the ceiling and walking over to the fridge before dropping down like a monkey and opening it. He took out some food before he opened some cabinets to get some chips. He swung back around and watched TV.

Later, Adrian had eaten all the food and was now mixing bonding agents with his web shooters cannisters on the floor next to him, he filled them all the way up to the brim using all of the bonding agents at his disposal. He shot a web up onto the ceiling and made another before he had a hammock for him to swing on.

After that he watched TV for a few hours, he flipped through the channels watching all the different ones.

He flipped through the television till he saw in big bold white letters LIKE FATHER LIKE SON, MENACE IS A FAMILY LEGACY. It was a news network with a blue and red bar on the bottom around the letters, an image of a Black suited Spider-Man was cropped next to one of Spider-Boy in his own black suit. A man with a black suit balding white hair and more wrinkles than Lockjaw. "-This is a man who brought his son into a world of violence, vigilantism, and threatened his life everyday." The man said as Adrian held the remote "Peter Parker is a disgrace to every man and woman who brought a child into this world, as a father he should have set an example for his son not the other way around." The broadcaster said as the image showed Spider-Boy and Spider-Man both fighting in different areas.

"Now this Spider-Boy, a young Adrian Parker of no more than ten years old is gallivanting around the country breaking the law." The man said as Adrian gripped the remote a bit tighter cracking it.

 **I'm eleven you idiot.**

The broadcaster continued his rant "He's terrorizing the American people and putting good Americans like Hank Pym the hero and Avenger known as Yellowjacket in the hospital." The broadcaster said to his viewers.

"Now I'm not saying that Yellowjacket did not have a checkered past with his personnel life, but he has the right to privacy in that regard because he registered with the American Government and is doing his duty, this is a savage assault by a criminal and a terrorist, his own father allowed this." The broadcaster barked, Adrian started to see red as he crushed the remote in his hand plastic and rubber in all "Peter Parker is nothing more than a degenerate dead beat father and the whole Parker family deserves the same punishment that his aunt got, march them in front of a wall and-"

Adrian yelled as he leapt off the hammock and into the TV smashing his fist into the flatscreen and tearing it apart, ripping out the wiring and feeling the glass screen cut his fists as he tore it out of the wall and through it at the nearest window cracking it.

When he started to calm down he looked at the TV and the whole in the wall he had left a hole in it from removing the television.

… **. I need some air**

Later, Adrian swung out onto the top of one of Chicaogs buildings, the brisk night air blew through the strands of hair on the back of his neck, since his bandana mask covered the top of his head and around his eyes.

He took a deep breath before he walked off the building and started to plummet straight toward the ground as fast as he could.

 **You know suicide sounds like a real downer.**

He shot a web out and started to swing high above the cars out of eyes few sticking to the higher rooftops, walking on building tops, before leaping off them and running up them. He shot out another web and swung around the building before letting go and free falling into an alley before shooting out another web at the last second. After an hour he was out of breath he sat down on top of a large building. He took off his mask his hair had started to get wet from sweat.

 **What am I doing here, I never even meant to do that to stuff to Yellowjacket, I was just so angry… I couldn't control myself, it felt like… like- wait a sec?**

He looked down at the street below and saw someone, walking in the streets below, there was someone walking they were wearing a long black coat, she had dark black hair a blue shirt and jeans with sunglasses. Adrian put his mask on as he started to walk across the building following her.

 **Sunglasses at night?"**

The wall crawler started to move on the walls of the building into an alley as she walked down the alleyway. He flipped off a fire escape and onto the other side of the alley looking at her from behind. As she walked down the alleyway he saw her glancing over her shoulder but he got out of the way of her sight sticking to the shadows.

 **Wait…**

He dropped down behind the woman as she stopped and turned around, she reached up and pulled up at her black hair and sunglasses, Adrian saw it was a wig and long red hair Spider-Boy pulled off his mask and her eyes were green eyes like his, not by blood but Adrians smile didn't seem to care as he rushed toward Mary Jane Watson "Adrian." She said hugging him "Mom!"

CAMP HAMMOND CONNETICUT

Formely the home of the tragedy of the Prior to the opening of Camp/Fort Hammond, the superhuman training facility was located at Marine Corps Base Quantico in Virginia. Camp Hammond, located on the site of the Stamford tragedy that started the Civil War, is named in memory of Jim Hammond, the original Human Torch. The camp is considered the Initiative HQ and also serves the dual function of being the Initiative team for Connecticut.

The camp is primarily used to train drafted super powered young people in the United States who have to be registered with the federal government. However, many respected and established superheroes have also attended training to brush up and further their skills.

New recruits are put through Avengers basic training, which includes combat, first aid, and superhuman ethics. If passed the recruits' registration card will be upgraded to a full heroes license with some being offered places in one of the fifty nationwide teams.

Standing in the camps control tower, looking over the fort was Iron Man and one of the camps directors War Machine. The camp had twenty foot tall walls surrounding a large tarmac along with buildings like hangers, barracks in rows, with a new advanced looking building connected to the control tower. They were looking down at new recruits for their training program Iron Man was speaking into his helmet on the phone "I don't care that your company is listed as entertainment not news, he was way out of line in how he talked about Spider-Man, either he's gone or no more interviews got it." Iorn Man said turning off the transmission as War Machine opened up his helmet to show his face "You okay Tony?" he asked the other super suited man.

"I'm fine Rhodey, how's Hank doing?" he asked changing the subject "He'll be fine, he may have taking a beating but he'll be up and around in a few days." Rhodey said to Tony as the two of them looked out at the camp "You know when I first thought of this, I had Adrian in mind?" Iron Man said crossing his metal arms. "Bringing us all together, the older generation teaching the new, it was so perfect when I thought of it." Iron Man said as he looked down to see some of the trainees. "I'm not sure how much longer we can keep protecting him." War Machine said next to him "Protecting is hardly the word I'd use." Tony said opening his helmet to his best friend.

Rhodey shook his head "We've issued non lethal use to someone who put one of our own into a hospital, and he's teamed up with possibly the most wanted man in the world by intelligence standards." War Machine said "Nick Fury is one thing, but Adrian is still a kid."

"How long do you think people will keep agreeing with that, he dropped the Hellicarrier on Carol, humiliated two of our state teams, and beat the crap out of Hank Tony, imagine what will happen next." War Machine pointed out.

Iron Man shook his head "I won't do anything I'll regret, this is a loose loose scenario we're in." Iron Man countered "We actually manage to capture him we're detaining a minor, we let him go we're shown as incompetent we need to do more than that, we need to detach the fact that Adrian is a child." Iron Man said reaching for the control towers nearest monitor and typing in some commands "But you just said he is?" War Machine asked him.

"I know what I said, what I'm saying is we need to be smart, before someone is stupid" Iron Man said looking at files of Adrian fighting everyone.

CHICAGO

Mary Jane walked away from a hotdog stand with two hot dogs and water bottles in her hand, she still had her black wig on but not the long coat. Later, she walked around a corner into a park across the street where Adrian was sitting on a bench wearing the coat hiding his spider suit under it. When she came back she handed him one of the bottles "So Aunt May is really bad?" Adrian asked her "Yeah, she is, Peters been coming by whenever he can but he's caught up with being Spider-Man.

"Good." Adrian said "Than I can help him." Adrian said again up to her "What do you mean?" she asked him.

The son of the spider scratched the back of his head "I've been… busy." He said gesturing down to his suit tugging at it "I know, I saw you on the news… Adrian their calling you a terrorist." She said putting her hand on his shoulder "Only the ones who are afraid, Stark, Hill, and anyone else who gets in my way." Adrian said eating his hot dog "In your way, the way of what?" Mary Jane asked him "Caps mission." He said up to her standing up "Get the act repealed, try and make things go back to the way they were."

Mary Jane sighed, "I wish it was that simple Adrian, Peter and I have talked about it." Mary Jane said as he sat back down "… is this the part were I hear how I'm not old enough to understand?" he asked her.

"No." she replied making the boy look at her confused "Your not to young, none of us are smart enough for this Adrian, do you know how many times we get told 'you just don't understand' it's the perfect excuse for someone to win their own argument." She explained to him "I know we never really got to know each other like I wanted, but I know Peter, he's my husband and I love him, and I'll always support him when he believes in what he's doing." She said putting down her food "The same goes for you, I can't stop you from doing whatever it is your up to-

 **Spider-Sense!**

Adrian looked over Mary Janes shoulder to see bounding through the bushes of the park, was something big, white, and heading their way. "Get down!" Adrian yelled grabbing Mary Jane as whatever it was leapt over them with a loud bark followed by a growl.

He looked up to see standing in front of them was a monster, it had the body of the wolf but was the size of a small horse or mule. It's body was pure white with multiple sets of black eyes four on each side of the face stacked on one another It also had eight white legs it snarled and barked at the sight of Adrian who noticed around its neck was a dark black metal collar with glowing lights.

 **That's not good.**

The glowing lights started to blink and the wolf snarled with long sharp teeth before lunging at Spider-Boy who through himself in-between the wolf and MJ. "Adrian!" she screamed as he tackled the beast. He felt it snap and bite at him before he kicked it away. He tore away Mary Janes jacket and put his mask on "Run." Adrian said looking back at Mary Jane "No, I won't leave you." She said as he shot a web at her feet sticking her to the sidewalk "Than I'll run." He said looking at the wolf who got up and was circling him snarling the whole time "Then I guess I will."

He darted to the side with the wolf chasing after him before he shot a web to the nearest tree pulling himself toward it. When he landed on the bark the wolf was already on him. Spider-Boy held his arm up and caught the beasts teeth with his arm. He felt it start to bight and tear into it, forcing Adrian to scream in pain spinning around and throwing the Wolf right through a hot dog stand in the middle of the park forcing bystanders to flee.

The wolf got up and shook off all the hot dogs, buns, and napkins on it. Its eight legs and eyes all focused towards the beasts prey.

Spider-Boy saw it was getting up, and looked around for anything, he held up his hand and shot a web to the nearest tree only for the wolf to leap at him the second he did. Zipping away the wolf followed him into the trees slashing and biting at Adrians heels as the web swinger went full tarzan through the branches and leaves of the trees. Dodging the fangs and claws of the monster as it followed him. Meanwhile down below Mary Jane ran behind them following them in the trees just barely as they moved faster and further away from her. "No- no- no- not again." She begged

CAMP HAMMOND

Iron Man was working inside one of the bases labs at its gigantic monitor next to War Machine and shield agents "No, New York is Blue Shield and various other heroes the Avengers have hand picked, it won't need a team." Tony said under his helmet "If you say so." War Machine replied as a Shield Agent burst into the room "Mr. Stark." They yelled "… oh gezz what now?" Tony said tapping his helmet turning around "Report." War Machine ordered as the agent caught his breath.

"Turn on the news, Chicago channel eight." He said gasping for air, Iron Man typed in series of commands to the super computer as the broadcast was caught live "- we have no confirmed reports yet, but rogue super hero and runaway Adrian Parker, aka Spider-Boy the son and sidekick of his father Peter Parker aka Spider-Man has been spotted across down town Chicago fighting what appears to be what eyewitnesses report as a great big white dog with eight arms and legs." The reporter on the TV was a woman with a purple suit and brown hair speaking next to a smaller screen showing a blurry camera of Spider-Boy and the wolf leaving the park and moving into the city.

Iron Man and War Machine looked at one another, "Who do we have in Chicago?" War Machine demanded to know "Uh… Spaceknights sir, but they were requested to help the Great Lakes Avengers two hours ago." One of the agents said to the War Machine.

"Dammit, hold everyone I'll deal with this myself." Iron Man said turning toward the door and storming out with War Machine in tow, "What, Tony stop you saw what he did to Hank." War Machine said behind him as they walked outside "I'm not like Hank, I can take care of myself." Iron Man replied walking to the tar mack "I know that, but the kids unhinged, he's practically insane." Rhodey pointed out

Tony grabbed War Machine "I have to make this right!" he snapped back at his friend "Your right he's unhinged, he's lost Rhodey, his dad is nowhere to be found, he's teamed up with Nick Fury, he's lost and he needs our help." Iron Man said calming down letting go of War Machines armor "I won't forgive myself if the same thing that happened to Peters aunt happens to his son."

Iron Man rocketed up into the sky heading straight for Chicago.

CHICAGO

Spider-Boy bounced off a lamp post as the wolf pounced on it before the two ran onto a wall Spider-Man rushing straight up it with the wolf in tow runnight right up the building.

 **This isn't the first dog I had to fight, but this ones fast, faster than me, it can stick to walls, everything.**

He tried to shoot webs at its jaws like a muzzled but the hounds jaw snapped back open ready to tear into Adrian again standing perpendicular to the glass windows. The people inside the building looked out and took pictures with their phones as Adrian kept running up it till he got to the top. Adrian ran across the roof top and so did the wolf "Alright boy, try to keep up." He said back to the dog as if he were taking it for a run. He shot a web out ad flung his body off the building and started to swing away

 **Lets see it shoot a web out of its paw.**

Spider-Boy looked over his shoulder to see the wolf running across the walls of the buildings on all eight paws not just leaping over the gaps between the pavement and alleys but speading up.

 **Huh… most wolves have four legs, this one has eight and is a lot stronger cause its mutated… guess it can keep up.**

It started to gain on him as he swung over cars and busses, swinging around a corner he shot another web out and the wolf suddenly appeared in a blur of white fur and fangs it tackled Adrian out of the air and into a car shattering the windshield and denting the hood forcing the person in side to get out and run.

 **Crap this thing's to fast.**

He swung his fist into the wolfs snout barely hurting it, but he was able to grab hold of its jaws and stop it from taking another snap at him.

 **It's to strong.**

He lifted the beast up and through it into the window of a Starbucks leaving chips o glass into its hide drawing red blood onto the white fur.

 **It's like Carnage all over again.**

The spider got off the car and started to head toward the Starbucks just as the eight legged wolf got out three of its eight eyes were sealed shut as it breathed hard through its fangs and so did Adrian through his teeth under his mask. He got off the car top and walked toward the star bucks ripping out a parking meter as the hound crawled out bleeding from the glass and its eyes full of fury. Adrian looked at it and at its collar still glowing bright from around its neck.

The wolf attacked again and this time Adrian was ready, he drew back the parking meter and crushed it into the wolfs head sending it down the sidewalk, anyone on the concrete moved out of the way a few people fled as the wolf shook off another blow. Than out of nowhere gun shots rang out, the wolf leapt out of the way as they ricocheted off the ground. Across from them a cop in full blue uniform was shooting at the wolf who kept dodging the bullets before heading straight for the cop.

 **Spider sense too?!**

The cop unloaded his pistol against the dog missing every shot, until the wolf tried to tear the cops throat out. The web of one boy spider stopped that from happening hurling the dog back toward Spider-Boy "Remember me?" he asked. The wolf barked before attacking again he dodged out of the way of its teeth moving into an alley way bouncing off the walls that were much closer, Adrian jumped off a dumpster with the wolf behind him its eight legs digging into the metal. Spider-Boy grabbed the lid of a trash can and gripped it tightly.

 **I've seen Captain America throw his shield enough times, to know how to do this.**

He drew his arm back hurled the shield back like a discus he through it at the wolf who snatched in its jaws before tearing the metal apart like a piece of paper

The wolf continued to chase Spider-Boy this time up one of the alley walls onto the top of the building, it ran around him faster than the boy with only two legs. Leaping and pouncing around him till the monsterous lycan arachnid wrestled Spider-Boy to the ground. He grabbed the wolfs neck his hands wrapping around the collar trying to hold its teeth back from ripping his throat off when finally he tore the collar right off and instantly the wolfs whole body shook violently as the color was removed sending out electric sparks before Adrian tossed the metal pieces away. He crawled out from under the wolf and saw it thrash and stiffen before falling over still as a rock.

He sighed seeing it was finally down. Turning his attention over to the collar he looked over at the collar than at the lupus aranea.

 **This thing wasn't even after me, not by choice?**

Kneeling down he picked up the pieces of the collar looking at it, the biggest piece was a long now sharp end as he looked at it, the sound of whimpering filled his ears. Glancing back to see the wolf lying there, it whimpered frozen stiff looking up at Spider-Boy. When he moved it growled, something was different thought. The wolfs four eyes weren't black any more, instead they had yellow iris's around black pupils. He held up the sharp end of the collar and it bared its fangs instantly. He raised it ready to stab the beast right in the neck but his arms froze, he dropped the collar looking down at the wolf.

He headed to the edge of the building when he heard a the sound barrier break, he looked up to see a man, a man made of iron.

 **Mary Jane!**

Elsewhere in Chicago, Mary Jane was running around the city when suddenly a gust of wind and engines blew back her long coat and hair as Iron Man dropped down in front of her "MJ, thank god." Tony said dropping down in front of her "Where'd did they go?" He asked but Mary Jane backed up.

She reached into her jacket for something hidden "Stay back Tony, I swear if you had anything to do with that monster." She barked at him as she pulled out a taser "MJ wait, I saw the news, believe me I don't know what that thing was; but you have to tell me where Adrian is it's for his own good." Iron Man said approaching her, when he was close enough she tried to strike him. He caught her hand and took the taser out "And yours."

"I can't protect you or him if you don't cooperate, if you don't you'll spend the rest of your life in a cell." Mary Jane looked over Iron Mans shoulder as he spoke and gapped with horror in her eyes "... oh crap." Iron Man said to her and him. "GRAAAAAHHH!" Spider-Boy swung right into Iron Man sending him into the air before the web slinger slung a web into the Avenger and pulling himself toward Tony smashing his fists into the metal mans armor bashing onto the pavement bouncing and through each strike and crash was "You think-" left hook and right "- you can threaten-" Iron Man was smashed into the ground before bouncing off "- MY FAMILY!"

He screamed his head off flailing his fists into Iron Mans helmet over and over Iron Man grabbed both of the boys arms stopping his barrage "I wasn't threatening her Adrian I-" "Shut up!" He yelled smashing his foot into the metal mans head he broke his hands free and drove them into Iron Mans suit grabbing the metal frame and bringing his head back, before following through, hard!

KONK

Spider-Boy smashed his head right into Iron Mans helmet "Dammit Adrian you can't hurt me your not strong eno-"

KONK

Spider-Boy did it again, his mask tearing as he smashed his head into the metal suit again

KONK

And again

KONK

AND AGAIN!

KONK

His mask had started to tear his left eye lends was shattered as he smashed his head over and over as Iron mans red and yellow helmet was stained with his dents "Enough already!" Iron Man rocketed up out of the ground of the street taking Spider-Boy with him, Iron Mans suits creaves and cracks glowed blue and instantly electricity burst from it, electrocuting the boy. Spider-Boy let go and started to fall out of the sky before Iron Man flew down and caught him "I'm so sorry Adrian, sorry about the head ache you'r going to feel." "All of this had turned friends against friends, I hope one day you'll understand."

"This is Stark, prep med bay at the Chicago HQ, type O blood and blunt trauma treatment needed." Iron Man said as Spider-Boy started to come too.

 **I can't fight him… he's to strong…**

Iron Man cradled him into his arms flying above the city, he looked down to see Spider-Boy looking him right in the eye.

 **Have to run.**

Spider-Boy moved as fast as possible out of his arms and started to free fall, he shot past the first building he shot a web out attaching to the nearest building. "Adrian!" Iron Man yelled chasing after him. Spider-Boy swung around the city with Iron Man soaring around him trying to grab a hold of the boy who bended and flexed around him.

Quickly Iron Man flew ahead grabbing his next web right off the building "Adrian please, you're in no condition to be running away." Iron Man said back to him "Just from you." Spider-Boy said letting go and landing on the ground hard. He hit the pavement like a rag doll, rolling across the concrete of the street until he slid into a car. A few citizens saw him and Iron Man and quickly got out of the way before they could get hurt.

Zipping to his feet he ran into another alley way, he held up his web shooter and tried to zip a web out but nothing shot out but air.

 **Crap I'm out of webs.**

Running around the corner of it into a dead end, he jumped up onto the wall when a beam of yellow energy blasted the bricks in front of his face forcing him to leap off back onto the ground turning to see Iron Man. Both his palms and chest beam were primed and glowing "Don't even try it." Iron Man said who had three lasers all aimed at him.

All the running and swinging had started to catch up with the boy who was showing signs of fatigue, "You going to shoot me… like you shot Cap in the back?"

Iron Man gaped under his helmet, "… I had nothing to do with that Adrian, you know me, I disagreed with Steve about the registration but I never planned to kill him." Tony said holding his arms up still ready to blast the boy into dust "Hard to believe, one guy who could stand against you, who could beat you, I bet your ego couldn't take it anymore."

Tony was silent "I know nothing I say will get through to you." Tony said finally lowering his arms "But just let me say this." Tony said powering down opening his armors mask to show his face "If you keep doing this, if you keep fighting me, working with Nick Fury like you are, I won't have a choice when it comes time to deal with you."

"We always have a choice." Spider-Boy said looking up at him "I'm choosing to finish what Captain America started." Iron Man held up his metal hand "Than you'll do it alone." Just than Spider-Boy saw a shadow above the alley behind Iron Man "I'm not alone." A loud bark erupted and Iron Man looked back to see the eight legged and eight eyed wolf appear behind him and wrap his jaws around Iron Mans throat. The white pushed Iron Man to the ground ripping away the metal and armor with its claws and fangs, Iron Man yelled trying to blast it off but the wolf tore away the armors wiring shutting off the beams before it slashed its claws across Iron Mans helmet ripping apart the mask, and tearing it right off till it was only inches from his face, "Stop!" Adrian yelled and surprisingly enough the wolf halted looking up at Spider-Boy.

It got off Tony and walked around Tony who looked up shocked, not from his armor being torn up but by the wolf coming over to Adrian.

Off in the distance Tony and Spider-Boy could hear helicopters and sirens "… you can't keep doing this Adrian, we'll catch you eventually."

Spider-Boy leapt onto the building wall and the wolf followed "Not today."

LATER

 **Fury wasn't to happy to say the least. We got the hell out of Chicago before we could do the mission he had planned, It was good to see Mary Jane again, good to know she was okay and so was dad.**

Night had fallen, and Adrian was in the back of a white van with Nick Fury in the drivers seat heading out of Illinois. Adrian looked over at Fury who was silent but resting on Adrians lap was the creature that had just tried to rip his throat out.

 **Still no idea where this thing came from, but I always wanted a dog.**

Back in Chicago, Mary Jane had put on a blonde wig and ditched her jacket for a blue hoodie, she was boarding a train getting on as a group of Shield Cape Killers walked in and started to question people. But before they could get to her the train began to pull out of the station.

 **I know I'd be safer with my family, I know that if I kept my head down… no one would come after me.**

Adrian patted the head of the wolf as he rested against the vans walls, it was stocked full of crates and supplies.

 **But I won't, I'll keep fighting, fighting Shield, Avengers, Iron Man, I'll fight them all…**

He looked over at Fury who had on a trucker hat and goatee as a disguise, the dim lights of the high way shinning on him with orange tinted light flowing into the van and a small sliver of light on Adrian.

 **Even if I have to do it alone.**

The wolf started to kick both of its left back legs from his scratching, Adrian smiled down at the wolf.

Well, maybe not alone.

STARK TOWERS

Tony was standing inside his tower looking at data on multiple screens, when Carol Danvers aka Ms. Marvel walked in "Tony I heard what happened are you-" "I'm fine Carol, but you need to take a look at this." Iron Man said back to her as she looked at the screens, there were two screens in particular.

Both of them, appeared to be blood cells flowing under a microscope, "Is that blood?" she asked "Yes, the one on the left is Peters and the right is Adrians." He said as he pointed to some abnormalities that both cells had "These cells are the what gives them their spider powers." Tony explained "This." Iron man pressed a button on the monitor showing a third set of cells and something was deathly wrong about them, the cells were all sharp and jagged mutating and connecting to the others "This was the blood Adrian left on my armor." Tony said, the mutated cells started to contaminate the other cells slowly but surely "You remember when Carnage attacked Adrian at his school."

Ms. Marvel nodded "Of course." Iron Man brought up the footage of the actual attack and froze it at the image where Carnage had impaled Spider-Boy on his claws "This is the reason why Adrian is so much stronger, so much more unhinged and violent." Tony said looking at the blood cells of Adrian's most recent donation. "You're not saying what I think you are Tony?" Carol asked him "I am." Tony replied looking at her and the blood "Carnage infected Adrian, he's slowly taking the boy over from the inside."

"You think Fury knows?" Carol asked Tony, as miles away from them Nick Fury drove the car with Adrian the wolf, and Carnages blood inside it as Tony said "I think he's counting on it."


	4. The Reunion

SSB Notes

A DINNER SOMEWHERE IN NEW ENGLAND

Adrian where sitting in the white van with to go boxes opened and on there dashboard. Both of them where eating dinner food, they had ordered to go. Adrian was wearing jeans and a sweatshirt over his spider suit while Fury still wore is trucker disguise "Don't you think it's a little risky for us to be so close to New York?" Adrian asked him "As risky as you might think it is, Stark doesn't know the spy game like I do, but he is smart." Fury said as Adrian looked back at the spider like wolf in the back munching on some hamburgers.

"Thought of a name yet?" He asked Adrian looking at the wolf "I could just call him wolf?" Adrian said "Really, you have a half wolf half spider and you choose that." Fury

"We've been here for two weeks, driving place to place isn't it time we get back to Caps mission?" Adrian asked him "What mission?" Fury asked him "Repeal the SHRA show the public we can be heroes without badges and find the secret prison?"

Fury glared down at him "How do you feel about summer camp?"

STAMFORD, CONNECTICUT

 **Stamford** , Connecticut. is a city in Fairfield County, Connecticut, United States. It the third largest city in the state and the seventh largest city in New England. Approximately 30 miles from Manhattan, Stamford is in the Bridgeport-Stamford-Norwalk Metro area which is a part of the Greater New York metropolitan area. Although a small town, Stamford was not immune to the world of super-heroes. The town was once briefly the home of Mister Fantastic and his wife the Invisible Woman during a brief time they spent away from the Fantastic Four to spend time with their son, Franklin. The town was also visited by a small alien named Gromitz who sought out scrap metal, and secretly visited the Richards home. The Punisher's war on crime briefly touched the town of Stamford, when the Punisher traveled there to kill a man who biologically engineered coca seeds to produce a more versatile crops of cocaine. Stamford was also where former criminals Piranah Jones and Cockroach Hamilton tried to start a new life, drawing in the Punisher and the Terror after them.

 **Fury dropped me half a mile from what he called ground zero.**

Adrian was wearing a dark grey short sleeved button up over an orange shirt and brown pants with white shoes. He had a black baseball hat over his head and what appeared to be a matching longsleeved underarmor shirt, when in reality it was his spider suit. He was walking through Stamford late at night through the cool brisk evening. No one was outside as he walked around a corner past a billboard that showed Iron Man, it read 'Register'

 **It felt... strange to be here, knowing this is where Robbie and the others died. Where it all changed.**

He walked across the street into large park, it was more of a garden than a park. Their were multiple trees and flower beds. He made it to a large fountain, the water was still, but the middle had the statue of an angel holding kids. In front of it was a plaque "To remember those we lost in a tragedy that should have never happened." He read aloud looking at it. Around the rim of it was marble and carved into were named. Hundreds of them.

Adrian walked around reading the names, off one by one, he walked around the whole fountain reading six hundred names.

 **Six hundred names, and none of them are of the New Warriors, hell even the villains aren't here, they may have been evil. But they were still people.**

Later, Adrian was walking into an alley, he arrived at a dumpster where he pressed the left side of it and a small button appeared. He pressed it and the dumpster moved to the side to reveal a set of stairs that led down to a metal door.

 **Fury is letting me use one of his safehouses, one of about twenty Shield doesn't know about, and that not even Captain America knew about.**

He walked into then safe house was nearly identical to the one Captain America had used in the Civil War. Minus being covered in dust. He walked to the nearest door and when he pressed a button all the lights flicked on. Adrian walked into an empty meeting room looking around. All the furniture and machines were covered by packing cloth. Making his way into another hallway he headed to a room that read living quarters.

 **I still can't believe Captain America is gone, I mean we learned about him in school, and when I finally met him personally it was so different.**

NEW YORK CITY

METROPOLITAN MUSEUM OF ART

ONE YEAR AGO

"This is so boring." Jack Powers said next to Adrian and Franklin, the three boys were with their class walking into the museum. They all had passes on their necks that read Field Trip. "You know most kids love to get out of class." Franklin said as they followed their group. "Yeah well we aren't most kids." Jack said back to him. As the class walked around the ancient antiquities Adrian noticed a man wearing a brown leather jacket, button up grey shirt and jeans. He was tall and blonde haired but something about his jaw was familiar.

"I don't know, I've swung over this place twenty times and never been inside." Adrian said walking with them looking at all the statues, they were in the Greek and Roman section "That one doesn't even look like Hercules." Jack said as they looked at a statue with a man who had a lions skin on his head and no arms.

Adrian shrugged "Yeah." Adrian said agreeing as they both tilted their heads looking at it "Everyone please gather around." Their guide said getting their attention.

"This is a special piece, recently donated to the museum." The class gathered around a jeweler it was in a glass box and the jewelry was a necklace with an amulet of some kind that had a bright red jewel in it. The amulet had dozens of carvings in it around the jewel. "This amulet is known as the Heart of Fafnir, legend says that when the hero Siegfried slew the dragon Fafnir he bathed in his blood to give him invulnerability but Siegfried saved the last bit of the Dragons blood, in the jewel lays its final drops whoever baths in it would have the same power as Siegfried, some even say it could bring back those who died." The curator said as they looked at the amulet "Hmmm invulnerability?" Jack said smiling scratching his chin "Dude?" Adrian said elbowing him.

Jack grabbed his side "Ow, that hurt." Jack said as Adrian rolled his eyes "Alright, let's move onto the next exhibit." The teacher said clapping her hands to get their attention. That's when Adrian noticed three men all wearing dark black trench coats and fedoras.

 **Oh boy, spider sense**

When they walked around the corner Adrian grabbed Jack and Franklin "Guys I need you to cover for me."

"What is it?" Franklin asked, "I spotted three guys and my Spider Sense flared up." Adrian replied Jack turned his head toward him like a whip "Oh no, your about to go do some superhero stuff without me." Jack whispered to him Adrian shrugged "Look, if your family was here I'd totally let you go, I'll owe you."

Suddenly a loud alarm erupted from behind them "Fine, but you double owe me." Jack said letting Adrian run off.

Back in the room with the amulet the glass case around it had been shattered and a black gloved hand reached in and took the amulet out. The three men in trench coats had it two of them had undone their coats wearing _Wehrmacht_ uniforms with black pants and beige brown shirts with ties tucked in. They were both holding MP 40s while the one holding the amulets uniform was dark black. He had a Luger pistol and was shooting it off "Run, run you capitalist swine, tell your loved ones that the Riechs return came from this day!" He yelled.

"All will be purged by-mmff!" He was silenced by webs splattering on his face "Oh put a sock in it mien... dang what's the German word for doofus?" Adrian dressed as Spider-Boy was sticking to the ceiling arm and web shooter extended.

 **Nazis huh, well this should be fun.**

Both the gunners raised their machine guns and opened fire "Ok I get the Nazi getup, it's a classic but those guns are like ancient?" He said as he swung out of the way before flying off the web and shooting their guns with web bombs engulfing them in wens, making it impossible to shoot.

He landed in front of them as the other two struggled in the webs, their leader aimed his pistol at him "Dummkopf!" and Spider-Boy covered the Nazis hand in webs blocking his gun "Bless you."

 **That was easy, can't believe these guys were ever considered a threat?**

The bad guys leader tore off the webs on his face "Impudent child, you will be crushed by the power of the Thousand Year Reich!" He yelled as Spider-Boy ripped the Heart out of the Nazis hand "Yeah yeah, worked out so well last time."

The Nazi smiled snickering "What is the American saying, try try again- STRENNUS!" He yelled suddenly the other two Nazis froze and both their eyes turned red. Their skin and clothing was torn away as unseen metal shot out of their bodies. They were black metal skeleton clunky looking ones at that.. Their bodies extended and they grew taller as they had red swastikas on their chests tearing away the webbing.

 **Ooooooh Nazi terminators... double crap.**

The robots charged at Spider-Boy who dodged their blows fast, but they were faster one of them punched him right in the gut as the other grabbed him and through him into the sand blonde man who Adrian had noticed before.

"I got you son." The man said catching Spider-Boy "What are you doing." Spider-Boy sand shoving him off as he got up "Its dangerous you need to get out of here." The boy said as his Spider-Sense burned. He looked back at the robots who freed their leader from his webs. One of them walked forward holding up both arms that turned into mini guns "Move!" Spider-Boy yelled as he and the man dove behind the cover a small wall.

The Nazi robot started to open fire "Stay here." Spider-Boy said to the civilian "I got a job to do."

Before he could run out to draw their fire the man grabbed the boy "Let go of me."

 **Whoa this guys strong?!**

"Funny you should say that, cause fighting Nazis was my first job." The man said smiling as Adrian saw him run around the wall toward the Nazi robots. Spider-Boy spun a web onto the nearest wall swinging out in awe. The civilian ran right through the gullets till one of the robots chests opened up to show a rocket "Get down!" Spider-Boy yelled as the robot fired the rocket right at the man creating an explosion. But emerging out of it in a furious force of red white and blue was a man with a shield "Captain America!" The Nazi captain cried seeing the first avenger. Captain America tore right through the robots bashing one with his shield and the other with the back of his boot leg. The two robots retaliated but Captain America was to fast, blocking their blows with his shield kicking and punching at their metal bodies.

 **It was like watching a force of nature, a hurricane of nothing but pure awesome, and I'll never see it again.**

THE NEXT DAY

CAMP HAMMOND

A series of trucks were driving toward a large military base. It had high concrete walls around the base. It had an air fielded with a tower. A set of building fitted with the latest tech and what appeared to be barracks. As the trucks rolled into the fortress. Nun of the trucks noticed the eleven year old black suited Spider-Boy under one of them.

 **Fury told me before the opening of the Camp, the superhuman training facility was located at Marine Corps Base Quantico in Virginia. Camp Hammond is located on the site of the Stamford tragedy that started the Civil War, the name Hammond named after James Hammond, the original Human Torch. Hence the statue.**

He peeked out of the bottom of the truck to see the a group of people all wearing different colored shirts and green camo pants with combat boots. Yelling at them was a black man with almost as much muscle as the hulk and a metal arm nearly the size of a bear.

 **Also it's considered the Initiative HQ and serves the dual function of being the Initiative team for Connecticut.**

The trucks turned around a the corner of a large building before going inside to start to unload. As they did Spider-Boy slid out and shot a web to the nearest vent swinging inside.

 **The camp is primarily used to train drafted super powered young people in the United States who have to be registered with the federal government. However, Fury says a lot of heroes I know come here.. Other than that I don't need to worry about some super powered teens.**

He started to crawl through the vents before he can to one that peeked outside to see the whole complex.

 **Even so these recruits are put through Avengers basic training, which includes combat, first aid, and superhuman ethics which is ironic. If passed the recruits' registration card will be upgraded to a full heroes license with some being offered places in one of the fifty nationwide teams, like I need a card for that.**

He slid down vent and started to crawl under the floors of the complex through their circulation system.

 **If I keep going this way I should find the data storage room, that will have to give me the location of Starks super prison.**

He crawled into a lower vent and came to an opening peeking out of it he held up his gloved hand and took out his own spider bot.

 **Just like before, in and out.**

The spider bot crawled out of the vent to the nearest camera and started to recycle feed to the security mainframe.

The boy dropped out into the metal hallways and started to run.

 **No reason I can't get out of here any sooner than I want to.**

He eventually came to the data storage room and took out the key card fury gave him. Swiping it the door slid open. Dozens of data storage units where in the room all stacked on one another. "Alright let's get to work." He said to himself as he ran inside.

In another part of the base two heroes walked through the lower levels, "Gauntlet still doing the new Warriors thing?" The first one said it was a man, he was wearing a long blue cape and blue suit with white on the center of his core, he had a yellow star in the middle of his chest and wore a cowl with an open face and top, brown hair was on the top of his head and next to him was a tall muscular woman wearing a dark blue almost black shield agent uniform with white boots and gloves, like Fury. She had dark green hair and skin to match "I no you don't like it Justice- I mean Vance, but I agree with Gauntlet on this these kids need to know what happens if they screw up." She-Hulk said back to him

Justice replied angrily "It wasn't their fault Jennifer, that maniac Nitro destroyed-." "I know, but they goaded them into it, it was a tragedy for all of us." She said putting a consoling hand on his shoulder.

"Talk to him, or talk to Tony." Justice said as they kept walking till the came to an open doorway "What's the data storage room doing open?" Jennifer asked

Back inside the rows of machines Spider-Boy could hear voices.

 **Crap**

Both Shield agents walked into the data room "Hello?" Justice called out as he held up his hand curling it into a fist making it glow with energy: "If your an intruder you just made the biggest mistake of your life." Jennifer said as they were almost on the row Spider-Boy was on.

Both Justice and She-Hulk leapt around the corner ready for anything but saw nothing their not even a spider.

"Could have sworn someone was here." Justice said lowering his guard.

"I think working for the government has made us paranoid." She-Hulk said walking out.

Justice followed her not noticing the pair of eyes peeking pour of the nearest floor vent. Inside Adrian had managed to squeeze himself into it when the door shut he sighed out in relief

 **Thank god I'm small... well not that small anymore this was a tight fit.**

Spider-Boy climbed out of the vent and headed to the door. He opened it and started to heae back the way he came when he stopped seeing his escape route was cut off. Two shield guards had noticed the vent on the floor.

 **Dang it, it's okay I should be fine, the spider bot should still be recycling the feed.**

He turned the other way and started to run, the other way he came to an elevator he dug his hands in between the seems of the two doors and wrenched it open. Leaping into the elevator shaft he started to climb the walls before he started to bounce off them to the top, dodging the incoming elevators along the way. When he reached the end he opened the doors out and slid into the top floor without anyone noticing.

 **So far, so good.**

Spider-Boy dashed into the hallways running and flipping off the walls till he landed right in front of a corner and heard footsteps he instantly looked up to the nearest vent and zipped to it and got inside. As the footsteps walked away, Spider-Boy let out a small sigh in relief before continuing on inside vent. He balanced on his toes and finger tips so he wouldn't make as much noise.

 **That was to close, better stick to the vents from now on.**

He continued to climb through the vents till he reached one that let light come in from the outside.

"Whoa." Adrian looked out to see Camp Hammond in full glory. Superheroes all a little older than him being taught by the older generation. He saw a few heroes he actually new, after looking for a while he turned away.

Making his way through the vents he turned into one corridor that was really hot, then metal walls where filled with steak and slick so it was hard for him to get a grip. The lens of his mask where started to fog up when he pressed his hand on the vents opening.

Crap

He fell immediately out of the ceiling and onto a hard wet, and warm floor, his "Ouch." Was followed by a loud scream of a girl. He looked up to see he had fallen right in the middle of a shower room, one occupied by a lot of naked woman. He looked up wiping away the steam from his goggles to see a blonde girl with light skin screaming surrounded by either clouds or steam, a girl that was a cross between a lizard and a human, another blonde but taller and more muscular, a few more and so on.

 **You know a lot of boys would kill for this, even more so the girls in front of me will kill me for this!**

"Uh..." he gapped as he saw about a dozen hands all glowing and crackling with different super powers like fire, lighting, and even claws from the lizard girls.

 **Worser ways to die!**

Spider-Boy flipped out of the showers in his black suit the super powered young women chasing him out with there intent clear to squash the arachnid. He burst through the door literally breaking it off the hinges and tearing into the hall. Alarms started to blare as he ran through the hallways jumping on top the ceiling and running across it as ceiling. In another part of the building both Justice and She-Hulk heard the alarms and so did about two dozen other heroes in the base.

Adrian bounced off the heads of cape killers and shield agents bashing there heads together and webbing them up before he landed in front of a door. He kicked it open and landed inside a large room "Oh crap." Standing in front of him was War Machine, She-Hulk, Justice, an African American man with a goatee and his right arm a massive robotically prosthetic in a black shirt and camp pants, "Oh yeah." War Machine said holding up all his weapons.

"I knew someone was here." Justice said as the heroes saw him "Spider-Boy- Adrian Parker, besides the fact your trespassing, a wanted fugitive, and about a dozen other charges you know how this ends." War Machine said through his mask.

Spider-Boy leapt over them "With you guys kissing my ass!" He said flying over them, he shot a web out to the nearest building to swing around with War Machine and Justice chasing after him "This is War Machine, have the camp go to full alert priority target is here do not let him get away." He said as Spider-Boy was being chased by heroes. Suddenly they rounded a corner after him but he was no where to be seen "Where'd he go?" War Machine gasped "Teleporter?" Justice asked when two webs shot out at them right in the face "Just good at hiding." Spider-Boy said blinding Justice and latching onto War Machine.

He tore the mini gun on the suits shoulder right off and smashed it into War Machines head like a baseball bat sending War Machine through s wall before leaping on top of a building. Meanwhile Justice used his powers to take off the webs and fly up after Spider-Boy. "Spider-Boy wait." Justice said flying around him "You know I can just grab you with my telekinesis!" He said manipulating the roof around Adrian to form a small wall Justice lowered himself in front of Adrian "This the part where you try to tell me I'm wrong and to young to understand?"

 **Vance Astrovik aka Justice, former New Warrior, has telekinesis like Jean Grey but not the mental abilities.**

"I've seen enough to know that what you think your doing is right." Justice said holding his hand up and telekinetically grabbing Spider-Boy and lifting him up "So respect what I'm doing cause I believe it's right." Justice said as he started to carry him down.

 **Damn, I can't be captured, I won't give Iron Man the satisfaction**

Spider-Boy could hear the sound of paws and claws scratching across walls "Hey Vance, do you like dogs?"

 **Good thing I brought back up**

Justice looked up at him "What?"

Suddenly a shadow appeared over Justice and Adrian's first pet, the eight legged eight eyed but still very much fanged and clawed wolf monster "You know I always wanted a dog." Adrian said as he broke free from Justice who lost concentration and the wolf pounced on him before both Spider-Boy and the dog bounced off the walls "Calling him Spider-Dog is a little too obvious." Spider-Boy said as he patted the hound on the head "So I just call him Fang." He said patting the wolfs fur, Justices powers surged as he tried to blast the wolf off but it dodged him and Spider-Boy drove his fist right into Justices's face knocking him out cold with War Machine.

Suddenly running around the corner was both She-Hulk and Gauntlet, when they saw the two heroes and the four-legged Spider-Dog growling at them "Jesus." She-Hulk said seeing both Avengers down "The hell is that thing?" Gauntlet said holding up his giant metal arm "What you've never seen an eleven year old?" Spider-Boy said as he and Fang attacked. The Spider-Dog tackled She-Hulk and started bite and claw at her, while Spider-Boy took on Gauntlet.

 **I know She-Hulk, but this guy was in the file about this place Fury made me look over about a dozen times.**

Spider-Boy leapt around Gauntlet who swung his gigantic right metal arm, despite having the large metal arm the African American man was faster than an average human.

 **Joseph Green, found a robotic gauntlet in the Middle East when the U.S. government found it crashed there after two aliens had a death match above the planet. Not only does it make him a lot stronger, but it also can make an energy hand.**

"Not bad kid, better than the rookies here." Gauntlet said as he held the gauntlet up and made a pure energy hand appear out of the gauntlet and it started to chase him around the area. To avoid it Spider-Boy leapt over the walls and off them before grabbing War Machine with his webs and hurling him into the hand. "One thing I learned about fighting is you don't get better by doing it in some camp." Spider-Boy said as he landed on a wall pressing his feet into hard cracking the wall "You fight every day!" He said swinging his left foot right into Gauntlets face sending Green through the wall "GAUNTLET!" She-Hulk yelled as she saw the man go through the wall.

 **… Whoa I was just trying to knock him out?**

He looked at hole in the wall, his head snapped back to She-Hulk and Spider-Dog, the dog was thrown across alley between the buildings, it shot up still snarling. While She-Hulk had had her blue SHIELD suit torn either by her muscles growing or the wolfs sharp fangs "I just realized how much I hate dogs." She growled as she looked at Spider-Boy "Don't think he likes you either." He said as he and the green giantess "Guess the feelings mutual, I see you started keeping strange friends." She-Hulk replied.

"Good ones are hard to come by." Spider-Boy replied as the Spider-Dog got up and near him, "So we're not friends any more, is that it?" She-Hulk asked as Spider-Boy could hear the metal boots of Shield Cape Killers drawing near.

 **Spider-Sense!**

The wall behind him exploded and Gauntlet appeared grabbing hold of him with his energy hand from the gauntlet. "Adrian!" She-Hulk yelled as Gauntlet grabbed I'm and smashed him in to the ground and across the alley back into the open area of the base. Standing up he looked to see Gauntlet heading right toward him. "Whoa take it easy Joseph." She-Hulk said as she came up to him but his eyes were glazed over as if possessed.

"Oh boy." She-Hulk said swinging his arm around smashing her with the giant robot arm.

 **Oh yeah… the alien arm… it can have a mind of its own.**

The marine started to stomp toward Spider-Boy as he got up, Gauntlet leapt up and smashed his giant metal right arm into the ground right as Spider-Boy dodged him. He started to smash the ground and around his air. Spider-Boy dodged and bounced around till Gauntlet used his energy arm grabbing him and whipping him around before smashing him into the ground over and over.

He dropped Spider-Boy on the ground twenty feet away and started to walk toward him.

Spider-Boy coughed as he started to get up the wind knocked out of him gasping for air, his own body bruised and most likely broken. Spider-Dog rushed Gauntlet and pounced, Gauntlet grabbed the dog and smashed it into the ground.

 **… can barely move… but I need to move… need to get up.**

Leaving the dog behind, Gauntlet walked up to him and drew back his giant metal fist his body not in control. Back at the two buildings, She-Hulk, War Machine and Justice started to recover "Jenn, get up, get up, Gauntlets arm has gone sentient again." Justice said as he helped her up.

 **…. Need to fight…** _ **need to kill…**_

The metal fist flew right toward, Spider-Boys blood boiled, he shot up his own fist heading straight for the alien gauntlet connected to his body.

KRAASH

The heroes behind them watched in shock as Spider-Boy smashed his fist right into Gauntlets metallic hand ripping through the metal ripping apart the fingers forearm. The metal and wiring flew out wild as his arm was destroyed. All the Avengers present gasped seeing the gauntlet be destroyed a massive shockwave nearly blowing them all back onto their asses. Gauntlet staggered back yelling in pain when he shook his head "… what… what happened?" He was answered by Spider-Boys black gloved fist right into his jaw.

Spider-Boy started to pound the drill sergeants face in, he started to rip into him, tearing bones breaking, his skull cracking as the Avengers all came after him, "Spider-Boy stop- your killing him." She-Hulk said as Spider-Boy was held back by the three others, he kicked and punched throwing Justice off him and smashing his fist into War Machines chest sending him back again leaving a dent in the armor.

Both She-Hulk and him smashed there fists into one another, Spider-Boy was holding back her green muscles as she pressed both hands "Some ones been lifting weights." She-Hulk said to him all Spider-Boy did was yell as he started to push harder and so did she. The boys skinny body while young started to tear the seems of his costume as he pressed his muscles to the limit and beyond.

War Machine looked at his armor the chest holding a large metal fist print, "Sorry Tony… this ends now." War Machine said holding up his metal arm, "She-Hulk move." He said as one of the cannons rose up on it and charged "War Machine what are you doing!?" Justice asked She-Hulk saw him and let go rolling out of the way as War Machine unleashed his cannon shooting a bright green energy beam right into Spider-Boy too big for him to dodge, Spider-Boy let out a loud scream as the beam engulfed him.

When the dust cleared Spider-Boy was on the ground motionless and skill, "Rhodey what the hell!" Justice yelled at him "Don't start Vance, the kid was out of control." War Machine said as She-Hulk saw the boy not moving, "We need medics here now." She-Hulk said as she looked back at Gauntlet whose metal arm was still smoking. "Wait, don't do anything." War Machine said as he got between her and Spider-Boy "What are you talking about, you could have just killed him." She-Hulk said grabbing War Machines hand that was in front over squeezing the metal tightly "I used my concussion cannon, lowest level and you know he can take it." War Machine said to her "But even more this is the second time we've thought we've had him." War Machine pointed out while the bases security started to enter into the area.

"Each time he's come too he's slipped away." War Machine said to them "He's eleven years old." Vance said back to him "That eleven year old just tore us apart, and smashed an indestructible alien weapon with his right hook." War Machine said as Spider-Boy laid there unconscious but the dog was another matter. Spider-Dog or Fang looked up to see Spider-Boy as a voice echoed in its ears 'Here me dog…. And run'.

"Call the medics, but we aren't going any where- LOOK OUT!" Spider-Dog broke right into them cutting through them like an axe of fur and claws toward Spider-Boy "Stop it!" Justice yelled as the dog ran by Spider-Boy. The kids hands leapt up and grabbed onto the wolfs fur and let it drag him away.

"After them." War Machine said as the Wolf and Spider-Boy fled the area suddenly the figure of an appriation appeared in front of the dog and boy "Teleporter!" War Machine said flying straight after Spider-Boy and Spider-Dog into the folds of a dark red cloak.

…..

…..

…..

…..

…..

…..

"Is he alive?" someone said, a woman by the tone.

"He's alive, but lets get that mask off." A mans voice said.

 **NO!  
**

Spider-Boys eyes shot open as he his hand instantly shot up to see a familiar face, Spider-Boy was on a couch looking directly into the face of one Luke Cage. Power Man, Hero for Hire, Avenger, and his friend. "… Cage?" Adrian said letting go of Lukes large hand "Yeah its me kid." Cage said as Spider-Boy looked to see he was inside some sort of house, a very nice one with a large room covered in nice furniture. Next to Cage was another familiar face "Spider-Woman?" he asked seeing the red suited woman "How did I?"

"Ask the doc." Cage said as he gestured to the other side of the bed he was in "Doctor Steven Strange, Sorcerer Supreme, Master of Mystics, Neurosurgeon and your host, welcome to the Sanctum Sanctorium."

 **That's a lot of S's**

Next to Strange was Fang sleeping soundly at the foot of the bed. Next to the wolf patting its head was another canine like creature "Wolverine?" Adrian said seeing the blue and yellow spandex Canadian "Hey lil'bub." Among the heroes was the green suited and yellow masked Iron Fist and a dark black suited ninja with black robes and armor with a gold tint.

 **Thought Ronin was a girl?**

"You mean I'm in New York?" Adrian asked him "Yeah, we intercepted War Machines transmission to Tony, and the Doc did the rest." Cage said getting up "Oh… thanks." The boy said smiling. Some of the heroes snickered at his sheepish answer. "You already know Iron Fist and tall dark and scary is Ronin." Luke said getting up from the bed "Glad to have you back." Iron Fist said "Not really Ronin "Thought Ronin was a girl?" Adrian asked them "It's just Hawkeye playing Ninja." Luke said making everyone snicker. Wolverine took a whiff of the air his heightened senses picking up a new sent "Uh oh." Wolverine said "What is it?" Spider-Woman asked him "Things are about to get tense." He said as the door opened and standing in the doorway was one black suited Spider-Man.

Everyone looked at Adrians dad standing in the doorway holding the door. "… Come on you all, time to go." Cage said as everyone headed to the door walking past the wall crawler, "Go easy on him." Cage said into Peters ear as they left. The door was shut leaving the two in the room alone with Fang who sat up and looked at Spider-Man.

Spider-Man walked toward him and stood at the edge of the bed both of them looking at one another in silence, not having seen one another in over a year, "Dad…" Adrian started "I'm so sor-" Spider-Boy was cut off by Spider-Man wrapping both arms around the boy wrapping him up into a tight hug and pulling him close. "No… I'm sorry, sorry I did this to you." Peter said pulling his mask off showing red puffy eyes. Adrian's eyes started to get watery as he hugged his dad back tightly.


	5. Birth of Ruin pt I

_**A/N: IF YOU WANT TO SEE MORE, YOU HAVE TO REVIEW SO I KNOW YOUR READING AND WHAT YOU LIKE/DISLIKE?**_

Iron Man, She-Hulk, Justice, and War Machine stood in the middle of the control room of Camp Hammond, they were looking at a recording of the attack the loud sounds of Spider-Boys fists thrashing in the audio "How are they?" Iron Man asked pausing the video "Gauntlet is awake, but the shock of loosing the gauntlet has him concussed so time will tell." She-Hulk said "Gauntlet, I mean Joseph, is still out cold we have full medical staff on standby since he took so much damage, more than half his bones broken, skull cracked and internal bleeding by the gallon."

"Jesus Christ how many is that now?" War Machine said looking at the others "He's teasing us apart like we're not even there." Rhodey said to Tony "No, Carnage is." Iron Man said back to them as he pressed a button bringing up the data of Adrian's infected blood "Carnage is inside him, making Adrian more violent and even more powerful each day."

Tony explained to them "But... why?" Jennifer asked "It's a symbiotic alien." Tony said looking at the data "It makes him stronger and feeds on his aggressive nature and in turn the creature slowly consumes him." Iron Man said as he looked at the footage "So all this time... he's been under mind control?" She-hulk asked him "... I don't know." Iron Man said as he looked it over.

"But I plan to find out." He said looking at Spider-Boy. "From now on we don't treat Spider-Boy with leniency, he wants to play with the adults let him."

THUNDERBOLT MOUNTAIN

COLORADO

Deep in the stronghold of the Thunderbolts, a reformed group of supervillains hired by the government, and overseen in a subdivision of Shield. Inside the base and through its maze like hallways of cells and labs was a desk, its director sat behind it looking at Spider-Boys blood "Interesting…..Hill." he said pressing a button "Get me Gargan."

"I have something that might interest him." The director said.

SANCTUM SANCTORUM

NEW YORK

Adrian was looking out at New York inside Dr. Strange's Sanctum Sanctorum, on the outside the mansion was in ruins, on the outside but looked perfect on the inside. He was wearing a white shirt, a set of sweat pants looking outside at the city that never sleeps, it was night and the lights of New York gleamed like starlight, giving the city enough light for almost every shadow. Laying down next to him sleeping was the spider dog named Fang, the wolf was breathing in and out heavily as it slept soundly.

 **The Sanctum Sanctorum, geez what is Dr. Stranges' obsession with S's, then again if I ever get a secret lair what would I call it, Spider Sanctum, Spider's web, maybe just the Web?**

He looked down to see a couple of police cars go by, looking to his left he saw his black spider mask, he wore only the suit and picked up the mask before dropping it.

 **It's been a while since I was back in New York, almost two years, a while. It doesn't look like its changed but it has.**

He looked up out the window to see the red and yellow Iron Man shield hellicarrier flying overhead. He noticed his hair had grown down to his neck parted down the sides, he could use a haircut? As he turned away from the window Fang woke up and followed him calmly to the door.

 **For now, things are different here in New York, so many heroes left and right, meanwhile dad and the others go on secret missions.**

Leaving his room he walked out, putting his mask on before heading downstairs, in the Sanctorums living room was Luke Cage, Iron Fist, and Wolverine sitting around at a table with cards. Looking at a makeshift command center with a few computer was Ronin or Hawkeye. "Hey kid?" Luke said seeing him walk downstairs "How'd you sleep?" he asked as Spider-Boy walked up to the card game "Not too bad, missed the train sirens." He said smiling at Luke "Where's my dad?" he asked him "He's speaking with the doc in the other room." Cage said as Spider-Boy looked at the card game "What's the pot at?" he asked them.

"Three hundred, lil bub you want in?" He asked, Wolverine had his mask pulled down to show his face "Sure I'd-" "Whoa- whoa thought we said no Spider?" Iron Fist asked them "Oh yeah that's right." Wolverine said "What is?" Spider-Boy asked as the wolf spider sniffed behind Wolverine who just glanced at the other beast.

Luke snickered at him "Spider-Sense feels like an advantage with Poker."

Spider-Boy smiled up at him "I'll need to remember that."

"So what are we waiting for." He asked "What do you mean?" Luke Cage asked him, "Well aren't we suppose to go be heroes?" Spider-Boy asked him.

Cage shrugged "Can't go out like we use too in the daylight, your dad mostly goes out at night your guys new black suits are really good for stealth stuff."

"Other than that, we got Clint on Shield stuff." Spider-Boy looked over at him.

 **Last time I saw Clint Barton things were way worse, like world altering reality worse.**

Spider-Boy walked over to Clint Barton, who was still dressed as Ronin mask and all. "So why a ninja?" Spider-Boy asked him, "What?" Ronin/Clint asked him.

"I mean you were Hawkeye?" Spider-Boy asked "Why a ninja?" Spider-Boy shot a web up and hung upside down "Don't you have a purse snatcher to strip?" Ronin asked him as he looked through the computers "Yeah cause that would end well?" Spider-Boy asked him. Ronin sighed "Well… why a black suit?" Ronin asked Spider-Boy "Well cause my old won got torn up and cause I saw dads on the news." He said as Spider-Boy said looking at the white spider. "So you felt like a change, so did I?" Spider-Boy dropped down across from him on the table with the computers.

Eventually Spider-Boy swung away into another room. As he walked around the mansion, he passed by the various pictures and artifacts in the room till he came to a large door. He saw a crack in it and peeked inside.

"What are you saying?" Inside Spider-Man was standing in front of Doctor Strange who was levitating in the air legs crossed surrounded by purple flowing light "I'm saying just that Peter, I can't do anything for your Aunt, it wouldn't be right."

"Saving a life is wrong?" Spider-Man asked him, "You misunderstand Peter, I am the Sorcerer Supreme of the Universe, if I influenced life I'd be playing god." Spider-Man heard Doctor Strange say "You should take Adrian to see her, one last time." Spider-Man walked away than heading for the door. Spider-Boy zipped to the other end of the room so his dad wouldn't see him easedropping.

 **That's right, Aunt May got shot, because of me… I made dad turn his back on the registration, made Mary Jane and him outlaws….**

Spider-Boy was hiding behind a hallway watching his dad walk by like a ghost.

 **How many more people have I hurt?**

RESIDENTS OF POWER FAMILY

Jack and Katie Powers walked into his families apartment with Katie next to him "Mom we're home." Jack said as they heard the TV they also heard loud snoring and the falling of bottles as he walked around the living room to see their mom passed out on the couch surrounded by empty bottles most likely once full of drink. Jack on a red shirt with a jean jacket that was sleeveless. Katie had on a yellow shirt and orange shorts both holding back packs.

 **After Carnage, after it all started I came here to Jacks house, he was my friend I knew he would help me.**

"Mommy still asleep Jack?" Katie asked as he saw her in her own mess "Yeah, lets be extra quiet she must have had a long day." He said slowly pushing her to there rooms. Katie walked into hers and looked back at Jack "When's Julie coming home?" She asked him.

 **But how did I help him?**

Jack didn't answer he just shut his door, hard. The room had changed a lot since the last time Adrian had been there Jacks side was even messier and Alex's was gone. All they remained was the bed and blanket the rest clothes, pictures, was all gone.

 **Fury told me what coming here had cost them, Alex had registered, not only that he took everyones powers, not Julies she ranaway to guess were… LA.**

"I didn't know things were this bad." Jacks eyes shot up to see Adrian sitting on the ceiling he dropped down on the boy's bed as Jack stared. Adrian had on a dark black sweatshirt with jeans and some shoes on.

 **There dad is working for Shield now, hired personally by Tony Stark, their mom who can say.**

Jack said nothing at first "Yeah well it gets worse." He said sulking back down to the floor "I heard about Julie, and Alex... I'm sorry."

Jack wasn't even that surprised to see him

"You don't need to apologize dude." Jack said as Adrian sat next to him "No I do, I kept thinking about what I had to do, what I thought the right thing was I didn't think at all about what that could do to my friends and family." He said as he pulled his sweatshirt down a bit showing his scars "I knew I could take it, I wasn't afraid of whatever they people against me could do, knowing it was just me taking on the world I could accept that."

Jack was silent as he continued "But not this, not your family or mine, I didn't mean for any of this to happen."

"For what to happen?" Jack asked him, "I knew this registration stuff would tear my family, apart I never meant for it to do the same to yours." Adrian replied "… You know." Jack said cracking a weak smile "I sort of knew that it would happen when we brought you here." He said back to his friend "But I didn't care, you're my friend Adrian you always have been, even before all of it started Alex would have jumped at the chance learn from superheroes." He said as Jack looked at the floor "But Julie…Julie was already getting tired of being a hero, we all knew she wanted a way out but we didn't know she'd runaway, maybe we all should." Adrian heard him say "I can't." Adrian said suddenly.

Both boys locked eyes after that.

"What do you mean?" Jack asked him.

Reaching into his pocket he pulled out his mask "Just that, I can't runaway, I tried that remember, and my problems just followed me."

"You also dropped the Shield Hellicarrier on one of them." Jack said trying to cheer him up "I'm serious Jack." Adrian said getting up and heading to the window "I made a mistake in leaving, in thinking if I just left after all I did people would forget about me." He opened the window slipping out onto the fire escape "I'll make this right, one way or another I'm going to fix the things I've done." He said back as he pulled his hood up "I promise." Was the last thing Jack heard before Spider-Boy leapt off the building into the night air.

Climbing to the top of the roof tops, Adrian looked out across the city skyline "It's never easy."

Adrian looked back to see his dad Spider-Man standing behind him in his black suit and next to him was Fang. "What is?" Adrian asked his dad who walked up next to him "Telling people your sorry, when you tried to do something you thought was right."

"Have you done it?" he asked his dad, "Yes, when I first thought I beat Osborn the Green Goblin." Spider-Man said crouching down next to him "I started to see him everywhere, I started to take my anger out on everyone to make sure Osborn never came back."

"But you were in the right, you were fighting against a maniac." Spider-Man got quiet, as he started to breath heavily "He was more… than a maniac."

Spider-Boy cut him off "But now we can make it right." Spider-Boy said as he reached into his pocket "I've been working with Nick Fury, he can help us." He said pulling out the bug with the data he got from Camp Hammond. 

**I nearly forgot about this, but I won't forget how I had to get it back.**

"That's also something I wanted to talk to you about." Spider-Man said "We can't trust Fury, even more than-" "Than trust me dad, Fury does." Adrian said up to him "I've been working with him for almost a year now, he's trained, me taught me, I can help you and the Avengers turn things around." Spider-Boy said eagerly.

He handed Spider-Man the spider tracer like device holding the info "This has everything we need, I got it right from Camp Hammond, I know its got to have the location of Starks Super prison, we can free all our friends locked up and… dad?" Spider-Man clenched the bug in his fist as Adrian saw something was wrong "We know, so does Fury." Spider-Man said as he looked down at the boy "The prison is in the Negative Zone Adrian, Tony showed it to me before you left, said Fury used it when he was director of Shield."

"What?" Adrian asked him as his dad grabbed him "Fury has been using you Adrian, that's what he does

Suddenly Fang lifted his head and ears looking around with his eight eyes, so did both Spiders with the spider-sense "I felt it too." Spider-Man said as they shot up, Spider-Boy pulled his mask out and tied the bandana around his head "Where's it coming from?" Spider-Boy said as they looked around the rooftops, "Everywhere." His dad said as three figures appeared above them "You have no idea how happy you two just made me Parker."

The two of them looked up to see Iron Man, Ms. Marvel and Wonder Man above them "I had a feeling that the red cloak was Doctor Strange, and I know Fury doesn't trust magic." Iron Man said down to him "So who else than Captain Americas leftovers." Iron Man added as the spiders looked up at him as the Avengers landed across from the outlaws, Fang growled seeing them.

"Adrian… when I give the signal run." Spider-Man whispered to him "I'm not leaving you." Spider-Boy said back to him "Don't worry, none of you are going anywhere." Iron Man said igniting his rockets and flying right at Spider-Man tackling him, "ADRIAN RUN!" Spider-Man yelled as he started to grapple with Stark "Dad!" Spider-Boy yelled "Easy Adrian you have to come with us." Wonder Man said reaching toward the boy "THE HELL I WILL!" Spider-Boy yelled leaping around swinging his foot right into Wonder Mans head making him fly right into a water tower.

Ms. Marvel flew up to him "Alright 'Spider-Boy' you want to play rough lets play rough." She said as she shot an energy beam at him, Spider-Boy leapt around the roof top as Fang rushed around and tried to attack her from the flank. Fang pounced on her and she grabbed the wolf by its mandibles and swung him around off the building "Fang!" Spider-Boy said as he grabbed an air conditioner conduit and ripped the metal box throwing it at her. She crushed it with a single punch before he tried to swing his fists at her. She blocked most of them but any she through he dodged "Not so easy when you don't have a hellicarrier to drop on me."

"I don't need a hellicarrier to beat Starks girlfriend." He replied.

Wonder Man started to come too "Oh yeah I forgot, he's got super strength." He said climbing out of the tower when he noticed growling at him was Fang "Oh great, I get the dog."

As the superheroes battled, across the city with a large sniper rifle was a man in black, he wore white glvoes and boots with a bullseye on his forhead "Sir I had the targets, but Stark just got in with actor and wonder woman rip off." The sniper said "Alright good work Bullseye, pull back I'm sending in Garagan."

"Sure, I can't stay, could really use some popcorn." Bullseye said watching the heroes battle "Knock yourself out, if what I'm betting will happen it'll be worth it."

Wonder Man tried to blast Fang with red blasts, while Spider-Boy zipped toward Ms. Marvel who kept trying to hit him but he dodged too. Landing on her shoulders he shot a web out and pulled both of them to the wall.

 **Spider-Sense! But way worse, like my brains on fire!  
**

He moved out of the way as if throwing her into it, "Brat!" Carol screamed smashing her fist right into where Spider-Boy was putting him through the wall "Gyaaah!" Adrian yelled feeling her punch "No." Carol said hearing him scream, from being distracted by sense.

On the other building, Fang and Wonder Man were circling one another, "Good doggy, good doggy." Wonder Man said when Fang growled at him, suddenly he stopped his ears twitching and sniffing and started to bark, loudly it at Adrian and Ms. Marvel

A loud crash landed behind Danvers who was already worn out from the fight and looked back to see a dark black behemoth wearing the same thing Spider-Man had on but much more monsterous. "Oh god." Carol said seeing its massive teeth.

Across the buildings, Iron Man and Spider-Man continued their battle, "God how long I've waited for this." Spider-Man said as he crashed through a billboard. Despite Irons Mans suit and all its armor, Spider-Mans blows were hitting hard "The feeling is shared Peter." Iron Man said clocking him right in the jaw, "After everything you've put your son through-" Blow to the gut "This-" across the side "Feels-" left hook "Great!" Iron Man sid as he came back for another blow and Spider-Man caught his fist "You never learn Stark." Spider-Man said as he tightened his grip around Iron Mans fist crushing the metal "You think cause you got a big brain you know everything, but you always forgot the most important thing." Iron Man drew back another fist but the black suited Spider-Man caught his fist "You're just a man."

Spider-Man spread both of Iron Mans arms apart with a loud crack of bones being broken and metal breaking "GYAAH- What are you doing?" Iron Man said shocked at Spider-Mans sheer power "Something I should have done a lifetime ago." Spider-Man said as he ripped the metal off Iron Mans arms, he started to kick and punch clawing at the metal plates ripping the wiring and circuits apart "All this time I let you kick the crap out of me, and my son with all your toys." Spider-man said as Iron Man tried to fire a his chest beam at Spider-Man but the web slinger dodged ripping the torso piece right off "But your just a man, a man I've let live."

He smashed Iron Man and the remains of his suit into the roof they were on holding them there "Peter-" Tony tried to cough out but Spider-Man held him there tightly strangling him "Adrian's in danger."

"NOT ANYMORE!" Spider-Man said smashing his fist into Iron Mans mask shattering it "YOUR FINISHED YOU HEAR ME STARK, YOU EVER COME AFTER MY SON AGAIN I'LL KILL YOU DO YOU HEAR ME OLD MAN!" He yelled down at him "IF YOU EVEN THINK ABOUT TOUCHING HIM I'LL COME TO THAT TOWER OF YOURS AND RIP YOUR GODDAMN HEAD OFF."

Peter had both hands around Iron Mans throat choking him, turning his face blue, Iron Man pressed a button on his palm and in three seconds flat a golden blur appeared, long golden hair, a long blue cape with blue boots a large belt with a glowing S, for Sentry "Hands off!" Sentry said back to the Golden Guardian "You didn't think I'd come alone." Iron Man coughed out as Tony pulled his armor off "Oh yeah?" Spider-Man said holding Sentry's arm that held the spider at his shirt Wish I thought about that?" Suddenly two fists smashed into Sentry from behind one of Power the other of Iron.

Sentry dropped Peter as he flew back as the New Avengers appeared behind him, Luke Cage, Iron Fist, Wolverine, Ronin and Doctor Strange appeared "Oh wait, I did." Dropping behin Iron Man was another metal suit that instantly latched onto him, Ares the God of War, Black Widow, and both Wasp in full giant woman size. The battle was about to begin when a Iron Man and Spider-Man both said "AVENGERS ASSEMBLE!"

Wonder Man and Fang rushed over the rooftops to see Ms. Marvel went flying into another building "Not good." Wonder Man said as he flew over to see a monster.

He looked to his left to see the Mighty and New Avengers begin another superhero brawl "Also not good!" When he looked forward he again a giant black clawed hand grabbed Wonder Man by the face and smashed him left and right before dropping him over a building into a dumpster.

The hand that had done it all belonged to one Mac Gargan, more commonly known as Venom. Spider-Boy wobbled out of the wall holding his head when he saw Venom his fist instantly curled up seeing him "Good" Venom growled looking back "We're glad your awake."

 **Venom, the last time I saw this thing it was trying to eat me-GYAH there it is again the fire in my head.**

Spider-Boy clinched up grabbing his head his whole body twitching and shaking "We've missed you so much Adrian, this time we'll finish what the other one couldn't"

 **That's it, Venom is why I'm like this, have to stop it.**

"Other one?" Spider-Boy grumbled out as Vemon came full circle holding in its other hand Fang "You brought us a snack, good." Venom said squeezing his fist tightly crushing the dog "LET HIM GO!" Spider-Boy said running right at Venom. At first Venom saw Spider-Boy when all of a sudden he saw Carnage.

Spider-Boy let out a blood curling screech like Caranages and tackled Venom off the roof tip down into the alley punching him left and right ill they crashed into the ground. Spider-Boy leapt off Venom ontop afire escape. Venom shot up and roared its black tentacles shooting at Spider-Boy who started to dodge them, he ripped out an old metal rod from the fire escape and stabbed it into one of the tentacles "Kill you" Venom roared "Both of you!"

Spider-Boy roared again like an animal as he stated to kick and punch against the monster.

 **What's it talking abo- arrraaaa its there again, burning at my mind.**

Up above Iron Man and Spider-Man lead both there own Avengers teams against one another as around the city the people could see the battle going on. Iron Fist against the Wasp in her giant form, Doctor Strange facing Sentry, Luke Cage against Ares and Black Widow versus Ronin. Back where the first battle began, Ms. Marvel recovered from her blow and saw the spider dog lying on roof. She flew over and looked down to see Wonder Man in the dumpster, she flew down to him to see if he was okay. "Wonder Man you okay?" she asked "Venom." Wonder Man said shooting up. They saw the battle being taken into the streets "Get Tony now!"

Ms. Marvel flew after Spider-Boy and Venom while they bounced from buildings and from glass, meanwhile Wonder Man flew in "Tony, we got trouble I don't know how but one of the Thunderbolts got out." He called toward him "What-" Iron Man started to say when Spider-Man smashed his fist into his jaw "Its Venom!" Wonder Man called out.

"WHAT!" Spider-Man yelled heaaring him, "Everyone stand down." Iron Man said getting his people to stand down "Venom is here" Iron Man asked holding up his arm he brought up a screen to show Venoms holographic image "Activate his spin tech." Iron Man ordered "Spin tech?" Spider-Man asked "It's a device we use to take out supervillains in jail and null its power."

Cage locked eyes onto stark "You mean your putting power dampners into your own people." He barked "Why am I not surprised."

"Only in people we don't trust, like the Thunder Bolts, this is Stark I need access to Venoms shutdown code." Iron Man said over the coms "Now Peter we can kill each other later, but for now we need to go." Spider-Man heard Iron Man.

Across the city blocks Spider-Boy and Venom kept fighting, Ms. Marvel flew up to them and blasted Venom in the back but it had little effect. The energy burned into Venom who shot around and smacked Ms. Marvel into the street tearing it up as she fell. Venom cackled "We haven't felt this good in a while." When far back

"Well get ready to feel a lot worse." Spider-Boy said throwing a car at the symbiote monster. The car crashed into him, Spider-Boys suit was torn and he was cut up but the wounds as they bled started to shake. Venom grabbed the car and tried to smash it on Spider-Boy who kept dodging when suddenly his spider sense burned.

 **GYAAAA- its back- worse than ever!**

"GYAAAA" his body locked up as the car hit him sending him through the glass of a shop, his blood started to lift up like coils and tentacles and it started to spread on his skin, as he yelled the red blood like shell of Carnage started to close in on him.

Venom dropped down the car "Where are you two, we can't wait to kill you both." Venom cackled out when both Avengers teams came around the corner "Venom insight, activating kill code." Iron Man said as the Heroes rushed to get to the scene, as Venom was shocked and the black symbiote fell of like liquid from Gargans body Ms. Marvel pulled herself out of the rubble to see inside the building Adrian had been thrown into the Carnage covered version of him emerged and saw the black Symbiote in a pool of living liquid "…. Tony stop!" She yelled up to him as the Carnaged Adrian leapt out of the building and tackled Gargan and Venom as they tore apart. From far above Spider-Man could see it all "NO!" He yelled as the two symbiotes Carnage and Venom combined on top of Adrian it started to grow rapidly red and black mixing into one. Giant tentacles and spike like appendages shot out of it reaving and thrashing up and down toppling cars, ripping out street lights and signs. Buildings cracked and shook as the tentacles and spikes dug into the pavement.

"ADRIAN!" Spider-Man yelled zipping toward him, but out of nowhere an magical hand grabbed him "No Spider-Man, you'll get caught in it too." Doctor Strange said grabbing him with magic "Let me go!" Spider-Man yelled as Luke Cage grabbed him as the giant symbiote howled and roared and roared as it tore apart the street and everything around it one by one. The Avengers could see the two faces of Carnage and Venom melting together there fangs and tongues lashing out and at the center of it all was Adrian.

"Sentry the symbiotes can't survive heat, cut Adrian out of that." Iron Man ordered the sentry "Ms. Marvel, Iron Fist, Doctor Strange keep the tentacles back hit burn them with everything you can."

Luke Cage ran up to Iron Man "Your in no place to give orders Stark." Luke demanded "I am when peoples lives are at stake."

"Even when you're the one who put them there, Venom is a part of the Thunderbolts, this is all your fault!" Luke yelled at the director of Shield. "I didn't give the order to use Venom, Luke." Iron Man snapped back at him as he shot burning energy shots at the tentacles. Sentry was trying to burn through to the core of the giant mass of symbiotic fury spinning and churning all at once. The blackness of Venoms body ripped and thrashed enveloping all light around it as the blood crimson of Carnage rippled and even pulsed glowing as if possessed by some new force. "Let me go!" Spider-Man said as he was held back by Ares and Doctor Strange "Not happening bug." Ares said as they tried to contain whatever it was that was taking control of them. Suddenly Mac Gargans body was thrown through the mess right into Sentry sending both of them against a car, with Grgan stark naked gasping as if he had just ben drowned. This was followed by the tentacles and spikes all freezing up instantly, Black Widow and Wonder Man ran up to him as he mumbled out something "… magnificent."

Everything had gone still, from chaos to absolute still than like a lightning bolt it all started to retract going right back down into the center where it all started taking building pieces, lamp signs, etc. back with it into a dark black ball of red and black.

Than silence, no one moved, no one spoke they only watched as something was born.

The black alien symbiote started to tighten around itself into a ball than something else, till something appeared to be on its hands and knees. It had two arms and legs, with five fingers on each hand it gripped the pavement around it as it stood. Whatever it was it had a head without any features, none of it at first, until the forms of muscles and a humanoid traits appeared. Small cracks and slivers in its body twitched and fidgeted with small tentacles with red glowing images appeared. But all of them looked at its chest, right in the center of its chest and back a blood red spider appeared it was like Venom's but red like carnage it rose up and wrapped around its chest and two glowing red eyes. They weren't like Spider-Man or Venoms masks but just two eyes like slits in the night.

At first it just stood there looking around, at the city at the ruins it had caused, it looked at the Avengers surrounding it "Adrian?" Spider-Man asked seeing it.

The symbiote looked at Spider-Man right in the eyes.

 **"Ruin."**


	6. Birth of Ruin pt II

NEW YORK CITY

In the heart of the concrete jungle, a towering pillar of smoke stacks reached upward as helicopters from various new agencies and surrounding the area watching what was going on. Blocks and streets had been cut off by Shield Cape Killers and NYPD. The roads, sidewalks, and street were in nothing but utter destruction. Windows hadn't just been broken they were nonexistent, buildings and apartment complexes had been ruined and torn to pieces like a wrecking crew had gone free style. Sprawled on the ground and under rubble were the Avengers, both teams.

"Holy shit." Bullseye said from atop one of the overlooking buildings looking down at the scene with his sniper rifle "Did I tell you, or did I tell you?" the voice from his earbud said "You told me Director, did you know that was going to happen?" the assassin asked looking at the scene. The director hesitated to answer "I knew something would happen, and it did, and what happened was more than I dreamed." The Director said smiling from his shadowy office looking through Bullseyes eyes. "

As the Shield Hellicarrier flew overhead with jets and helicopters piling around the area "Looks like the heats rising, I'm pulling out." Bullseye said as he packed up his sniper rifle.

Iron Man and Ms. Marvel were lying across from one another hands outstretched to another, the Wasp was in her giant form passed out into a building. Wonder Man was buried under a car, Iron Fist was hanging from a lamp post and Ronins was half buried in a pile of rubble. Ares had his armor and helmet torn right off holding both axe and sword with a gapping chest wound. Doctor Strange was webbed to a wall with a mix of black webs and white ones. Wolverine was laying in a pool of his own blood his yellow and blue, spandex. Luke Cage was propped up against an alley way covered in wounds bleeding freely and barely conscious to see the only one left standing was Spider-Man looking even worse than Cage.

He was standing in front of Spider-Boy, Adrian, his son, both of their suits were torn and ripped apart who own clothes. Spider-Man had half his mask off and Adrians was gone Spider-Man looked down at Adrian right in his green eyes "… there you are." Spider-Man said before falling over out cold, and looking like he was about to be a lot worse.

 **What just happened.**

Adrian looked around at everything, all the chaos and carnage that had just been unleashed not that long ago.

He heard a weak cough and looked over to see Luke Cage, "Mr. Cage… Mr. Cage what happened?" Adrian said stumbling toward him with the rocks "Who did this?" Adrian asked him. Cages yellow shirt had been ripped off and he was holding his side coughing. Each cough sprayed out blood from his wound and mouth "You… you don't remember?" Cage asked him

 **Than it all comes back to me!**

TEN MINUTES AGO

The black, red chested spider being lunged like lighting at Spider-Man, smashing right through Sentry and Ares knocking them out of the picture and through two buildings before it was on Spider-Man. It was the same size of Iron Mans suit taller and bulkier than Spider-Man but not a behemoth like Venom. "Look out!" Iron Man yelled shoving him out of the way. The creature grabbed Iron Man and started to claw at his armor when Ms. Marvel came around "This is Danvers, I need any hero we have with fire abilities here asap."

 _Dear god, no this wasn't supposed to happen._

She said as she tried to blast the creature with her energy blasts but they had no effect. When she was close enough she drew back her fist ready to smash the symbiote into the ground it shot its hand back out and grabbed her by the face and started to crush her into the ground over and over. "NO, I JUST GOT HIM BACK I WON'T LET YOU TAKE HIM FROM ME!" Spider-Man came up behind it and grabbed the monster from under the arms putting it in a full nelson "Adrian listen to me, you have to fight it, I know you can do it, listen to-" Spider-Man was cut off by the symbiote shooting out dark black tentacles and tearing Spider-Man off and throwing him away like garbage.

 _I have too get through…. Somehow, I have too, talk to him…_

"What do we do cage?" Ronin asked as the symbiote was on the attack "We stop this thing."

 _I won't let this happen, I won't let him go through the same thing I went through with Venom._

"What about Spider-Boy?" Iron Fist asked "We go get him…" Cage said as he charged forth "Avengers Asse—MMF" the symbiote shot back and grabbed Cage by the gut but it wasn't a grab, it had hooked its claws into Cages side and spun them both around before it ripped its claws out throwing cage into a building ripping apart his top and skin. When Cage hit the wall it cracked like it was about to break. Than shattered when the monster smashed its fist into Cage so hard it caused the hero for hire to throw up his guts.

 _They have to get away, I know Venom and I know Carnage, they don't stand a chance._

It started to pummel Cage over and over with rapid fire punches and claws, "Cage!" Iron Fist yelled as Ronin and Iron Fist, attacked from behind. The monster dodged their attacks both of them at the same time fist of iron and blade from a Ronin. Until it held its hand up and caught both Ronins sword and Iron Fists magical powered punch. It squeezed tightly on both breaking Ronins sword and crushing Iron Fists hand.

It swung Iron Fist like rag doll into Ronin before it smashed Iron Fist around on the ground like it did with Ms. Marvel and Iron Man, Spider-Man got back to his feet and watched the Avengers kept fighting. Cage was held up against the wall when two hairy Canadian arms "Lil bub if your still in there give ma sign." Wolverine said when the beasts back exploded in spikes tearing through Wolverines flesh they retracted dropping Wolverine. "Doctor Strange, anything you can do with magic." Iron Man asked as he held up both arms and started to fire at the symbiote which charged right toward him.

Doctor Strange held up both hands and started to cast spells "Possibly, I need to concentrate, but I can sense Spider-Mans son within the two beasts but there melting into one." Strange replied as Ms. Marvel flew up behind the symbiote.

"Marvel now!" Iron Man said back on his feet with Ms. Marvel who hit the creature right in its black forehead making it let go of Iron Fist while he swung him around but thankfully a street pole caught him. Ms. Marvel flew right at the creature both her fists ignited in her cosmic powers before she swung her leg around right into its head. Iron Man attacked from the back "We need to weaken it, once it starts to lose control we can get Adrian out." Iron Man said making sure he wouldn't hurt the boy. For a brief moment, a milisecond it looked like they were winning, only for a second. When she came around for another kick the monster let her kick its side before wrapping its arm around her leg and driving its fist into her knee joint.

CRACK

The shattering of Ms. Marvels leg was followed by Iron Man yelling "CAROL!" The symbiote heard his scream and from its other arm letting go of Ms. Marvel it grabbed the Iron Man with both arms and even tentacles lifting it up over its head before yanking Iron Man down onto its knee the crunching of metal and spine were even louder than his screams before it dropped Iron Man to the pavement. "…. Tony." Ms. Marvel said seeing him trying to reach for him. But the beast wasn't done yet, it pinned Ms. Marvel to the ground and brought both arms back and brought them forward like an ape onto her with such force the road was broken.

Smashing his fist right into its face Wonder Man started to bombard the symbiote with punches "Come on whatever the hell you are, I'm ready for you." Wonder Man said before both fists were caught by the monster "This is not my day." Wonder Man groaned. The symbiote swung him around smashing him on the walls, ground and into cars. The Symbiote grabbed two taxi cabs that had been abandoned smashing them down on Wonder Man, hard.

The Symbiote looked up to Doctor Strange who was holding both hands surrounded by magic "… Just need a few more seconds.. Strange mumbled as he concentrated before the Symboite lunged at him. Strange's eyes glowed purple and all of the symbiotes body was wrapped in electric magic, it pressured the monster to the ground before it shot up breaking Stranges concentration and shooting a blast of webs and symbiote into the Doctor wrapping him up against a wall, before it could continue a massive foot kicked the symbiote away.

 _I should have never let him out of my sight, should never let any of this happen._

"Pick on someone your own size." Wasp yelled as she was in her giant form, "Wasp get out of here." Spider-Man called out leaping up and trying to get between them. "Not happening Peter."

 _No, no, no, why is no one listening to me._

She drew back her car sized fist and drove it forward, right toward the symbiote that recovered and dodged her punch and leaping over to a car. Where it grabbed it and leapt off the ground so hard it left foot prints off the ground onto a building and then springing with the car still in hand right toward the Wasps face and swinging the car like a brick right into the Avengers giant head knocking her against a building making it crumble. When Wasp looked up she saw the Symbiote swing its own leg around and hit her with a strong kick to the jaw that it brought down even more of the building right onto Ronin. It was about to go for another strike on the Wasp when another insect like hero appeared.

 _Sorry Adrian, its time for some tough love._

"STOP IT." Spider-Man swung in and wrapped both arms around the symbiote "YOU NEED TO LISTEN TO ME ADRIAN." Spider-Man yelled wrestling the thing that held his son inside it to the ground. Spider-Man and it moved like it was a choreographed dance with both there Spider senses warning them for each blow. Spider-Man eventually started to land some blows, kicks and punches. He wrapped both his arms around the creatures arms and smashed him into the ground head first.

 _Knock some sense into him, its how everyone helped me, weaken the symbiote just enough._

Despite many of the Heroes being down, Black Widow had escaped the punishment and was behind cover with her guns, "This is Black Widow, we need support here now." She said in her ear piece when both Sentry and Ares burst through the walls of the cities buildings. "I don't care what or who's inside that thing, I'm cutting it in half." Ares said with his massive battle axe bringing it back ready to chop the creature and Adrian up into bits. Spider-Man saw him coming as he the symbiote grabbed Spider-Man with a tentacle "Ares No- Just let me-"and smashed him through the buildings around them and right into and out six walls.

 _Never liked Ares… than again never had a choice_

The symbiotes own spider sense kicked in when it saw Ares bring down his mighty axe and caught it with the bare of its palm. Ares gapped when the symbiotic tore the metal right off the stick and tried to drive the axe head right into the God of War. If not for Ares godly reflexs in unsheathing his sword to block the attack he would have. But the second the axe head and sword met both pieces of metal shattered and the monster turned its other hand into a large spear like spike. Faster than quicksilver it drove the spike right through Ares's armor and traight through the god's chest. Ares didn't even let out a scream, mainly cause both lungs had just been skewered.

 _Oh god, not him now?_

"ENOUGH!" Sentry roared smashing into the symbiote, the golden guardians molecular power radiating from him burning right into the symbiote, "I swear you won't hurt anymore, anymore." Sentry growled as the symbiote thrashed and smashed everything around it trying to break free but the Sentry's grip was adamantine.

 _Have to stop them, both of them._

Near it rising from the rubble of someones apartment, Spider-Man saw it all "Sentry, wait." Spider-Man said crawling out of the rubble and rushing over to him "Adrian's in there, you have to let me talk to him." Spider-Mans suit and half his mask was torn from the constant barrage of attacks

 _I've known Sentry for years-_

Sentry glared over at Spider-Man both his eyes burning with the golden energy "If there's anything left of your son, Spider-Man, I'll rip him out of this thing." The Sentry's power started to eat away at the symbiote until the area around his hand started to chip and fade away into ash. Loud screams coming from inside it started to fight their way through, the screams of a child.

 _And I know that he always thinks he's the strongest being in the world-_

"Stop, stop-stop your killing him!" Spider-Man said trying to stop Sentry who held him back, below Adrian's face could be seen covered in the symbiotes grip with a mix of red and black alien venomous carnage, his veins showed to be filled with black blood instead of red or blue. His eyes were locked tight when suddenly they opened both blood red **"LET GO!"** he roared his voice like something unnatural and wrong. The creatures entire body shot up with spike like tentacles into Sentry wrapping around his arm and despite his powers radiating off him no longer burned.

 _But he never considered anything not from this world._

The symbiotes body hardened and condensed around Sentry's arm he tried to pull away but the symbiote had him, it's arm broke apart into tentacles and jagged spikes grabbing Sentry by the throat and wrapping around him. Sentry pulled away trying to back up.

 _They don't know what I know about the symbiote._

But the symbiote wrapped its coils around Sentry's legs and it started to grow, Sentry kept tearing the tentacles and the symbiote off him but each time he tore a piece away more began to cover his yellow suit. Spider-man dodged the tentacles and spikes over and over and over as Sentry was covered.

 _It doesn't just take, it consumes everything you throw at, and turns it against you._

"Get off- get it off me-" Sentry barked as he was mummified in the symbiotes power "Adrian stop!" Spider-Man yelled as Sentry's screams were muffled as he was crushed. Spider-Man got right in front of the symbiote and looked right at it, and through it "STOP- DEAR GOD ADRIAN STOP!" Sentry's unleashed a furious loud scream as his full power was let go in a gigantic bright flash.

 _It took my me, it took my free will when it was attached to me, now it's trying to take my son._

Spider-Man grabbed onto the symbiote as it consumed Sentry holding him tightly letting all the tentacles and spikes pierce through him "YOUR NOT THIS YOUR SPIDER-BOY YOU HEAR ME, SPIDER-BOY!"

 _It won't take anything else!_

Sentry's powers seeped through the edges in the symbiotes grip around until Sentry unleashed all his power taking everything around him with it.

….

….

….

….

….

….

 **It was Me?**

Adrian collapsed on is hands and knees looking around at the Avengers, at what he had done, he had both hands on his head holding it tightly trying to keep the rest of his body from shaking to no avail. He looked around the entire area to see all the Heroes down and sprawled across the floor.

 **I did this… all of this…**

Spider-Boy could hear the sirens coming, "I've got to get you out of here." Adrian rushed over to Cage and tried to help him up but the second he touched him Cage screamed in agony, "Sorry- Sorry-" the kid said putting him back down "Not me… Strange, he can cast a spell- cough- get us all out of here." Cage said coughing up some blood. 

"Strange, got it." Spider-Boy said.

He zipped over to Doctor Strange who was still glued to the walls by the webs, Adrian started to tear the webs off him "I'm so sorry Doctor Strange I- I didn't know what happened I couldn't control it." Spider-Boy said as he tore the webs off Strange from top to bottom with a few strands still in his robes and hair "… ugh We can worry about that later, for now we need to get out of here." Strange said crossing his legs as he levitated and held up both his hands and started to spin them around.

Spider-Boy rushed away from Strange back into the crater Sentry had made, and collapsed on his knees over his dad he cradled Peters unconscious face looking at his own reflection his fathers blood

 **Dear… god, what I have I done?**

Doctor Strange finished his spell and instantly the New Avengers were teleported away in a flash.

STARK TOWERS

TWO HOURS LATER

"Alright… that could have gone better." Tony said wearing nothing but his body glove suit. His arm was in a sling and he was in a wheel chair with a recently put brace around his back. The Avengers were in there towers meeting room, all wrapped up and tended to with first and almost last aid. Ms. Marvel had a cast on her leg, Wonder Man was covered in purple welts and cuts. Wasp had a black eye along with the rest of her face. Black Widow was the only one who wasn't entirely broken, she had her suit pulled back with bandages over her sports bra and ribs. Ares had his left arm in a sling with wrappings around his chest where he had been stabbed, Sentry wasn't even there.

The Avengers were silent "Alright, so how's Sentry?" Tony asked Carol "He'll be fine, he just needs stome time, he's more mad at himself for loosing control than all of us." Ms. Marvel said to him "Geez… all this time." Wasp mumbled under her breath "What was that Jane?" Tony asked her.

"I mean, all this time, something like that was Inside that child." She said holding her hand "I don't think that it was." Tony said as he leaned in his wheelchair "What do you mean?"

"I mean we knew that carnage had latched onto Spider-Mans son, but we didn't know that was going to happen when it bonded with Venom." Iron Man said to them all "That's why we made it a immediate threat, so we step up our game and bring him in."

Everyone was silent, not answering him "What is it?" He asked.

"With all do respect Tony." Wonder Man said, "You seem a bit obsessed with finding Parkers kid." The hero said back to him "I'm acting as any rational man would, the fact that a new symbiote has been formed is news for worry?" he asked them "We're not saying that, but you've been going after Spider-Man and Spider-Boy whenever you want, I know you have connections with the Parkerp family, but this is getting ridicolus." Carol said to him reaching for his hand.

Iron Man looked at his team "As not just the leader of Shield, but all of us you need to focus on more important things, let one of us give it a try." She said trying to persuade him "Unless you all forgot, one of our supervillains got loose and caused all this, as in someone inside Shield with high access used one of our own supervillains and cut it loose against a target, that wiped the FLOOR WITH US IN TEN MINUTES FLAT." Iron Man yelled standing up "Dismissed."

SANCTUM SANCTORUM

The New Avengers were in the Sanctorums living room sitting around all like the other Avengers wrapped up and being tended too. A woman with a white doctors coat and a bag that was full of bandages and other medical tools was open infront of Luke Cage as she wrapped up around his chest "Thanks for the house call Night Nurse." Cage said as she cut the bandage to finish stitching.

The rest of the Avenger had all been bandaged up and covered in bandages, even the Spider Dog fang was covered in bandages laying on the flood bandaids around his leg and ribs.

"How is he?" Luke Cage asked looking at Spider-Man "You know Parker may not look like he can take a hit, but Spider-Man won't go down that easy." Night Nurse said as she patched him up "Wasn't talking about that dad."

Night Nurse and Luke exchanged a glare before she leaned in "He's perfect." She said making Cage look at her confused "Heart pressure is good, breathing, even his scar tissue is starting to fade."

"It's a symbiote right?" she asked him "Yeah." Cage replied "Well you said two wre there, a red one and black one, that's two symbiotes, one offspring of the Symbiotes favorite mealticket, its like eating fresh brownies." She said starting to finish up everything. "So you got three minds all fighting for control, a negative, plus a negative, plus a positive… is still a negative."

"Where is he?" Cage asked the nurse, as Fang headed up to the stairs "In his room." Fang crawled up the stairs and came Adrians door and sat up right in front of it before laying down at the edge. Inside the room, Adrian was looking out at the night sky, he wasn't even out of his suit. He had no wounds, no scars, no signs of fatigue. Walking upstairs behind Wolf slowly with his arm in a sling was Peter Parker, he had his mask off and walked up right in front of the door Fang looked up at him with his eight eyes and did nothing. There were no signs of hostility or welcoming but the wolf knew he was there.

Spider-Man put his hand on the door as if to knock but looked down, "How long is he going to have to keep paying for my mistakes." Peter said to the only one who followed him up, the only one of them who didn't need medical attention because of his special physicality, Wolverine. "… I bet his whole life." Wolverine said arms crossed behind him on the wall "Isn't this the part where your suppose to tell me, I'm a good father or not?" Peter asked him.

Logan cocked a brow "Bub I ain't the one to talk about raising kids, but I don't think of us saw that coming." Wolverine said referring to what had happened. Wolveirne said walking back downstairs before Peter followed him "The symbiote… it said something to me, right before it attacked." Peter said to Wolverine "I heard it to, we all did." Logan said leading him back into the room with the rest of the New Avengers "Ruin." Doctor Strange said as they all looked like they were about to have a discussion or a trial.

"So before we start this, nobody is casting blame on anyone for what happened, but we need one thing clear, what do we do with Adrian." Doctor Strange said making Peter curl his hand into a fist "You make that sound like the symbiote and Adrian are one in the same." Peter snapped "He never said that Pete, but you know more than I what an out of control Symbiote can do." Cage said trying to calm him down.

"For all we know the creature has reawakened in him, it needs to be dealt with." Doctor Strange added levitating in between them "Delat with?" Spider-Man growled "Okay, hold up before this turns into another Civil War." Wolverine said getting in the middle "We have a alien monster inside an eleven year old boy, that can trash us in less than ten." Wolverine said holding hands up "We know that its not the same thing as Adrian, we know what it can do, to us and the host." The mutant explained "Now, who here knows a man who specializes in helping young children with gifted or sometimes cursed with this kind of raw power."

One by one the Avengers all started to see where the X-Man was going "Lastly we also know this man is so powerful with telepathic abilities he can go inside anything's mind." Wolverine finished Spider-Man and Wolverine locked eyes "You want me to send him away, just after I finally got him back?"

"Nobodies saying you have to, we want you to agree with us on this Parker." Iron Fist pointed out using his last name to show how serious it was "But this is for his own good." Spider-Woman agreed "I know the Symbiote, I know what it can do, I'm the only one here who knows what he's going through and I won't have him go through alone like I did!" Peter yelled at them "He's my son, he's my responsibility, all I've had to hear from everyone on the news, from people talking about me on the street, to you guys about how to father him." Spider-Man barked at the Avengers "Let me for Christs sake, he has to stay here where I can see him, where I know he's safe."

Everyone was silent until "I'll go." Everyone looked to the staircase to see Adrian standing next to Fang "No, no way are you leaving, do you hear me." Spider-Man said running over to him "Dad I almost tried to kill you, to kill everyone!" Adrian yelled back at him "I know, I know, I went through the Symbiote too, I know what it can do." Peter latched onto Adrians arm "I can help, I know how to beat it."

"Except you didn't." Adrian said up to him "I don't want to hurt you." He begged, "You won't." Peter said kneeling "This is our home, you're my son, and I saw you're not leaving, and that's final."

"… If you know what it can do, then you know I need to fix this." Adrian replied to his dad, Peter looked back at Wolverine and gave a grudging nod "Cyclops is going to love this.

XAIVERS SCHOOL FOR GIFTED YOUNGSTERS

LATER THAT NIGHT

Wolverine opened a beer as the rest of the X-Men staff stood around the kitchen. "What?" Wolverine asked looking right at him.

"What do you $ &* mean what?" Scott asked under his shades. He was wearing some pajama pants with a white shirt next to Emma Frost who wore a linen white robe with silvery white lingerie that could be seen under the robe. "You brought a federal fugitive into our house." Scott said next to her, sitting at the kitchen table was Beast wearing a night cap and sleep shirt "These halls have seen far worse guests sadly." The furball said to them all "And he's underage, so he's not really a fugitive." Kitty Pryde was wearing a big red shirt that went down to her knees that had Russian writing on it. Standing next to her was a tall towering Russian who could fit that shirt out with some boxers one was Petyr Rasputin.

"We have enough problems with Shield and the government surrounding the house in sentinels, after M-Day." Scott said as Wolverine groaned as he sat down "Relax Summers, Stark has no idea he's here and those Sentinels are only looking for mutants." He said downing his beer a few times "Do you ever think before you act Logan?" Emma asked him arms crossed glaring at him "Not unless the Professor tells me to, in a telepathic message."

All the X-Men looked at one another "Yeah chew on that."

Up above in a dimly lit office of one Charles Xaiver sat Professor X and Adrian.

"Wolverine has informed me of what happened, and to his credit he followed my orders to the letter…" Professor Xaiver said across from him "Orders?" Adrian asked. The professor nodded "Yes, before you came here I sensed a great telepathic signal of... I'm not sure what to call it." Xaiver sighed "When I discovered you were the source I contacted Wolverine to bring you here, to my School because Adrian?" Professor Xaiver reached out and touched the boys hand "I want to help you."

Adrian looked up at him silently

"Just do it."

Professor Xs smile fell as he got serious "Very well let us begin."

 **Alright here we go.**

At first nothing happened.

 **You in yet?**

He asked in his mind "Not yet, your mind is fascinating Adrian, there is natural protection around your mind something I see Emma had trouble with."

"What?" Adrian asked her "Despite her more noble qualities Ms. Frost is curious, even more so when she can't get inside.

 **My mind can't be read?**

"Notentirely my dear boy, I can read your thoughts like the ones your having now because you let me, these are thoughts that are not deep within you, something you don't want others to see." Charles said as he reached out "Perhaps its better if I show you."

In a bright flash the two vanished into Adrian's mind _"Impressive isn't it_. _" Professor X said sitting in his mechanical chair looking_ _at a giant ball of light surrounded and cacooned in a giant_ _web "Is that_ _a web?" Adrian asked both of them floating_ _side by side_ i _n a dimly_ _lit void the_ _only light_ _coming from the_ _websas they wrapped it up inside_ _"How can there_ _be a web inside_ _my mind_? _" Adrian asked the professor._

" _The mind sees what_ _it_ _wants_ , _and in your mind we see that in the form of webs_. _" Charles said as he liters_ _got up out of his_ _chair and air_ _walked down_ _to the webs "Many minds that have barriers against_ _telepaths_ _create there_ _own projection of these barriers; walls, fences, I_ _encountered one so_ _strong it had built an entire fortress with_ _armed_ _guards." Professor_ _X said with the_ _boy looking_ _over_ _"You mean like_ _Incept- whoa you can walk?!" Adrian said shocked seeing the mutant walk up_ _to the webs looking_ _them over "This is the mental aspect of myself, also Ican walk since returning_ _from space_ _but_ _I_ _wanted to not traumatize you any further."_

 _Adrian_ _noticed_ _his_ _words_ _"I'm not_ _traumatized." He hissed as Charles touched the web_ _and instantly_ _more shot out around_ _where his hand was and Charles quickly_ _moved away as Adrian grabbed his head feeling his Spider Sende burn._

" _It appears this is the_ _foundation of your spider sense but_ _it seems as if-" suddenly Charles was cut off by a set of giant_ _black and red tentacles shooting out to try and grab them "-Tampered with_. _"_

 _Adrian_ _started to calm down as the tentacles receded "The symbiotic is deeply embedded in not just your body but mind, we will need to go deeper." Professor X said down to the boy, "How deep?" He asked._

" _Deeper than most." Professor X replied._

 _Adrian took a deep breath and said as he looked down at his mental image, still wearing the rags of the black suit before it changed to his old red and blue one "Lets do it."_


	7. Memories

_LOS ANGELOS_

 _THREE YEARS AGO_

 _A young boy leapt off the wall of an alley way, garbage and trash lied around it as Adrian had on jean shorts and was wearing his white shirt as a mask. He was fighting three gang members, they were covered in dark black tattoos all over their bodies holding knives. They all had_ Los _Cuarenta Ladrones and the number 40s on their bodies. The boys skin was tan like theirs be kicked the knives out of their hands before leaping over one of the larger ones he grabbed a trashcan and like Captain America he through it like a shield into the walls making it bounce off into each three of them before the boy dropped down pulling his shirt down over and running around the corner as he heard police sirens._

 _He dropped down to a set of cardboard boxes that had three two kids under it "Ven en su caja fuerte." He said in hispanic to them as they ran out them._

 _"Even at a young age, you strove to do the right thing, admirable." Professor X and Spider-Boy were hovering over the older LA. Following Adrians younger and tanner self, running through Los Angelos. They watched other younger versions of Adrian fighting crime. Usually street thugs, drug dealers, pimps and other street crimes. "Just don't like bullies." Adrian said his mental self-wearing his Spider-Suit._

 _The two of them were following his younger self "This was before your final conflict with the_ Los _Cuarenta Ladrones, Forty Thieves." Professor X taking them back further. They saw images of the gang Los Caurenta Ladrones gang, seeing them they all had on multiple tattoos with matching masks._

 _"They were the henchmen to the King of Thieves, first Supervillian LA, well for a little bit anyway until I learned LA was controlled by the Pride." Spider-Boy said to him as they saw the images of Adrian fighting the gang._

 _"At first, they were just a gang, but when Los Ladrón Rey showed up it got worse." Adrian replied to Professor X. They showed Adrian walking through late night LA neighborhood with what appeared to be other kids, in shimmering motion "I moved around a lot in the neighborhood, living at the Rodiguez's house a lot." Adrian said as they saw him walk out when suddenly he saw a group of Forty Thieves gang. They crashed into a house and rushed in taking everything. Suddenly a giant man with two golden hand guns walked out with a red Green bandana on his head and mouth in a mask with the word REY on his chest with a crown around it. Two people were brought out of the house and the man shot him. "You had to do something?" Professor X said._

 _Adrian nodded "Most people I hung around with had stolen, not like mega weapons or banks, they just took stuff they needed, most of the time." Spider-Boy said as they flew into another memory. Adrian crashed into a giant warehouse where the Forty Thieves shot AK-47s at him, a shimmer of movement from the memory._

 _"But the Los_ _Cuarenta Ladrones, weren't stealing from banks or labs." Spider-Boy said as the warehouse was full of stolen stuff, and people "They stole from the people who couldn't go to the cops, who couldn't fight back."_

 _Professor X and Adrian watched as his younger self dodging bullets with ease "You decided to end this?" Professor X asked as they Spider-Boy and the King of Thieves fight through a burning building with the same shimmer as before from the memory._

 _"But the Los Caurenta Ladrones gang was never the same after your battle?" The Professor said seeing memories of Adrian watch LA disappear. "And the King of Thieves?" the Professor said as he saw an image of Adrian standing at a bus station that read 'Chicago.' The younger Adrian was getting on the bus before looking back one last time, "He left." Spider-Boy said._

 _Suddenly the memory all went black, "Ah I see the symbiote doesn't want me to see." Charles said looking to Adrian "What?"_

 _"If the symbiote has healed your body, it could try to heal the mind of troubled memories, Wolverine is very similar in this aspect." Professor X said as he brushed by the symbiotes black and red vine like fauna. "Your saying I'm doing this, or are you trying to look deeper?" Adrian asked._

 _"This is your mind Adrian, the symbiote is feeding on your aggressive thoughts amplifying them to try and defend itself and you." Professor X said as Adrian looked at the violent symbiotes grasp reaching around his brain. Adrain took a deep breath and pressed his hand to the symbiote it latched onto him and started to crawl up his arm as it devoured him. The boy started to pull away "Remain calm Adrian, I am here." Professor X said putting his hand on his shoulder and the other on his own bald head to. The symbitoe halted up Adrians arm and started to retract opening a doorway of the symbiotes own making._

 _Professor X looked down at Adrian who took the first step in and the second he did, he floated. Both Charles and Adrian started to fall into the darkness, "Where are we?" Adrian asked as Professor X looked around the blackness as they moved through it. "Hmmm it could be your most basic subconscious, or…" Suddenly two big red eyes cracked open "We are in the symbiotes mind."_

 _The two red eyes looked down on them, "It can see us?" Adrian asked "I believe it can also understand us, can't you?" Professor X asked the symbiote._

 _ **"You do not belong here**_ _." The symbiote said with a deep rumbling voice, Adrian remembered it from when the Avengers, both teams, tried to save him. "What are you talking about, this is my mind, my body you don't belong here." Adrians snapped at it his anger through his words making the entire darkness shake and crack open with red "Peace Adrian, he was referring to me." Professor X said getting between him and the symbiote._ _ **"You are a telepath, the strongest one we know."**_ _the symbiote said to Professor X and Adrian._

 _The mutant leader locked eyes with the monster "Than you know why we are here?" Professor X asked it,_ _ **"You wish to remove me, to separate us."**_ _The symbiote growled at him "We're going to rip you out!" Spider-Boy yelled at the symbiote who started to crack and rumble._

 _ **"How can you rip me out, I am you!"**_ _The symbiote said as its tentacles shot out and latched onto Adrian, "No!" Spdier-Boy cried out as the symbiote started to wrap around him consuming him turning him it, it. "Adrian, remain calm, focus on my voice you have to focus on my voice." Professor X said as they dark liquid like alien creature consuming them both. "No… no-no-no get out, get out, GET OOOOOOUUUUUUTTTT!" Adrian screamed._

Adrian and Professor X crashed back into the room with Adrians body already half consumed by the symbiote covering half of his face and growing. Professor X had his hand on the boys shoulder literally "Fight it Adrian, you need to fi-gyahh!" Spider-Boy shoved the Professor off him with one hand turning into a massive tentacle and pinning Professor X to the wall.

"Professor!" the door burst open with the X-Men rushing into the room still wearing there pajamas, "Wolverine get the professor, Beast, Colossus restrain Spider-Boy." Cyclops said barking orders and the rest following "Sorry about this kid." Wolverine said still in yellow and blue spandex before slicing drawing his claws. He sliced the tentacles right off, Adrian led out a half scream and half symbiote roar as the Beast and Colossus who was in his metal form grabbed him as Cyclops kept his shades trained on Adrian. The symbiote covered Adrian thrashed and kicked "Petyr, Hank stop your scaring him." Professor X said as Kitty and Emma helped him up "We're scaring him?" Kitty asked.

The symbiote howled as it covered up Adrians entire face except his left eye, it stopped when it sniffed the air, and so did Wolverine. Suddenly the X-Men looked to the door was the eight legged spider dog, Fang. It pounced right onto Adrian and started to bite and tear at Adrian "What the hell is that." Kitty said "His dog." Wolverine said pulling the wolf of but it turned around and tore out Wolverines throat "-ggaa-dyumt" Wolverine gasped out as his healing factor started to heal.

Fang dropped down and ran over to Adrian "Get it away from him." It started to tear and rip at the symbitoe clawing it away into pieces of alien infestation. "It started to rip at the piece on his face before Adrian's symbiote covered hand tore it right off yelling as he did. The more he started tear the more it started to recede into his body his whole body bleeding from ripping it out. The X-Men watched as he sat there breathing hard gasping for air "What the hell just happened." Kitty gasped.

 **Professor?**

Professor X looked up hearing his mind.

 **Again…**

Later, the X-Men were gathered around a metal meeting table in the lower levels of the Mansion, "What you all just witnessed will not be uttered to the students, you are the only ones who witnessed what happened tonight." Professor X said as the X-Men all looked at one another "Professor with all do respect, you should have told us that the boy had the Venom symbiote inside his body." Beast asked the Professor.

"He doesn't just have the venom symbiote in him, he has both." Wolverine said his throat fully healed "There are more than one?" Cyclops asked with Emma next to him "Black one is the big one, red one is the skinny one." Wolverine replied to him "There both bad." Wolverine added to everyone, with everyone glaring at him. "So how long will he be staying?" Kitty asked Professor X. "As long as he needs to." He replied "Are you kidding me, we already have enough problems with only 186 mutants left on the planet and we decide to harbor a federal fugitive carrying two alien parasites that tend take over there host bodies and become monsters and go on murderous rampages." Emma Frost said to the entire room.

Cyclops was standing next to her "What I think Emma is trying to say is we need to be smart about this, we're here to help all mutants who struggle with who they are."

"He may not see it that way." Wolverine said under his breath.

"But Professor, we need to put the safety of the students first, our students." Emma said ignoring him, "We aren't turning the boy away." Cyclops said trying to mediate both sides "But we should have discussed this, all of us." Cyclops added looking at Wolverine and Professor X.

Charles Xaiver pressed a button on his chair "By all means lets, we are the foremost experts in helping young people who are struggling with these uncontrollable powers, broken homes, from societies that hate and fear them from misunderstanding, what else is there more to talk about Scott?" the Professor X said back to him.

ONE HOUR LATER

"How you feel in there?" Wolverine asked Adrian knocking on his head as the two of them walked down into the lower levels of the X-Mansion, they walked into a room where Beast was wearing a white lab coat "I'll live." Adrian said as he walked up to a metal observation table sticking out of an X-Ray machine. sat down on the table he was wearing a blue shirt and dark grey pants "Luckily we have so many clothes left in the lost and found we we're able to get you out of those ruined rags." Beast said walked over with a medical tray.

He set the tray down on a small table "If you could please remove your shirt, we could begin the X-Ray." Beast asked him, Adrian nodded and slipped the shirt off and Beast saw his scars "My word…" Beast whispered seeing the scars from Carnage, from Ms. Marvels chase, from even Avengers.

Adrian laid down on the table "Now you won't feel a thing." Beast said to the boy as the table went into the machine "Heh." Adrian said to himself "Is something wrong?" Beast asked him "No, it's just I'm getting an X-Ray, at the X-Mansion, from the X-Men." Wolverine and Beast looked at one another and Beast started to snicker with Wolverine smirking "EXactly." Wolverine said, "Now let us eXamine, this eXtraterrestrial parasite and see what plan we must eXecute." Beast said playing on with the alliteration.

"I eXpect its extra ugly." Wolverine said making Adrian snickered "Venom is a good eXample."

'If you utter one more alliteration with X in it I will rewire your brains so that you can't remember how to sound the letter.' The voice of Emma Frost in their minds.

In another room, Professor X, Cyclops, Emma Frost and Colossus were standing "Thank you Emma." Professor X said from his chair as a screen appeared in front of them. It showed an X-Ray of Adrian's body as Beast examined him.

"As you can see Professor he has the same abnormalities that Spider-Man possesses, his bones are stronger and so are his muscles." Beast said as they examined his bones and flesh under the skin, they started to look deeper and see that coiled around every nerve, every bone and every inch of muscle was this pulsating set of second nerves, they were pulsing with red and black through his veins and flesh. "The symbiote has clearly bonded to the boy here, here and here." Beast said looking at a screen with Wolverine that showed the center of the symbiote wrapped around Adrians heart and up his spine.

The x-ray finished and started to retract Adrian who got off the teable and saw the same screen the X-Men were looking at in different rooms. "You mean that's been inside me since last year?" Adrian asked Beast "Yes, it appears to have joined with all your organs, including your brain." Beast said as Wolverine and Adrian looked at it with the others.

A door opened next to them and the rest of the X-Men walked in behind Professor X, "Which explains how it was able to resist our advances." Professor X said as they looked at the X-ray, "So it's taking over my mind?" Adrian asked him "Not exactly." Beast said looking at the symbiote.

"It has connected to the brain." They zoomed in onto his brain where the alien monster had latched onto "Here at the amygdala, the part of the brain that controls fear and aggression." Beast explained looking at it "The two times we saw it, the symbiote amplifies this part of the brain to protect itself, instigating fight for flight."

 **Spider-Sense!**

Suddenly a loud alarm rang, and Spider-Boy leapt up to a wall hearing it looking around "What is it, are we under attack, Shield, star?"

"Calm yourself Adrian." Professor X said looking up at him, "Its just the morning bell."

 **Bell… oh yeah it's a school**

The boy dropped down, "Oh yeah…" he sighed as he looked at the symbiote, "Hank, please leave me with Adrian, you have a poetry class to teach don't you?" Professor X said as he looked up at the symbiote "But Professor what about your class?" Cyclops asked.

"Emma would you please substitute for me?" Xaiver asked her "Happily Charles." She replied as the X-Men started to leave the room one by one, except Charles and Logan. "So, what do you think?" Adrian asked the world wide head of mutantology. "I think you need to rest." Professor X said down to him "I'm not tired." Adrian replied.

 **I haven't slept since New York, honestly a nap wouldn't be out of the question.**

Professor X scratched his chin looking at the X-ray, "Wolverine will you escort Adrian back to his room, I'll shield his presence here so the students don't know." Xaiver said "Come on lil'bub." Wolverine said opening the door waiting for Adrian to follow.

Adrian walked out of the lab, and headed back up through the building of mutants, Wolverine walked next to him with various students and teachers waving and greeting him but were un able to see Adrian.

When they were in a hallway with nobody in it, Wolverine spoke "Professor will probably be up after he's done studying the symbiote." Logan said as they came to his door "Good, the sooner I get this stuff out the better." Adrian said holding his hand up curling it into a fist. Adrian reached for the door when Wolverine stopped him "You sure you're not tired?" Wolverine asked "I feel fine, but you guys are the doctors." He said heading into his room.

 **Professor?**

" _Yes Adrian_." The voice of Professor X was heard in his head as if he was speaking right into his ear, He walked into the room shutting the door behind him to see Fang on the bed looking up at him.

 **I wanted to tell you something…. Something I wasn't sure about it.**

Adrian walked toward the bed and climbed into it pulling his blanket apart, and laying down " _Yes my boy?"_

 **Despite all of it, barely remembering how this… this thing got inside me.**

He felt his hand over his chest, where the Symbiote appeared to be growing

 **I remember one thing, I remember a word… a name… its name…**

Adrian held u his hand looking at it, feeling the Symbiote coursing through his veins "Ruin."

THE NEXT WEEK

"AGAIN!" Adrian yelled panting hard and covered in his own sweat. he was wearing a dark blue shirt with a yellow X on it in a yellow circle. His legs were covered by a pair of grey sweat pants with both feet free and each of his web shooters on.

He was standing in the middle of the X-Men's danger room. The remains of holographic training simulations started to fade away. With broken machines being cleaned up "Command accepted, replaying Wolverines Private training simulation, level five."

Suddenly the rooms simulation system rebooted and three hulking sentinels appeared.

Adrian saw the one in the middle hold out it's arm and charge up a laser using it as a cannon. He dodged the laser and bounced off the walls dodging the others blasted smashing into the robots. He ripped off one of the sentinels arms and through it at another before attaching the one in the middle.

Up above Wolverine was sitting in the danger rooms observation room, a cooler with some beers sat next to him. Logan had a beer in hand he sipped. He watched the boy fight the sentinels when the door opened. Emma Frost walked in her white cape flowing behind him "I see you two have been busy." She said to Wolverine as he finished his beer.

"Locking a kid up in a room with all that pent up anger ain't good for a boy his age, even I know that Frost." Logan said at the danger room controls as Emma watched the training simulation. "I never took you for the parental type." Emma said smiling.

Wolverine took another beer "I know you don't." He said opening the beer as Emma glared at Adrian.

"He shouldn't be here." Emma suddenly said crossing her arms.

Logan stopped his drinking, "He isn't a mutant." She added.

"Close enough." Wolverine said putting his beer down as Adrian finished off the rest of the sentinels "Has he told you that?"

Logan ignored her as the spider boy finished off then simulation.

After a while Adrian walked out of the danger room, "Good going kid." Wolverine said "Beast is going into over time for this." Logan said back to him as they walked into the other hallways. "Professor said he was ready for another round if you are." Adrian stopped for a moment, "I'll be right up." Adrian replied.

 **I've been here a week now, the sessions I have with Professor X are difficult.**

He walked through the lower quarters of the X-mansion toward a locker room, he took off his clothes the eleven year old boy already sported the scars of someone who looked like he went through hell and back. He tossed his clothes to the floor heading to the shower. He had bruises, cuts, and even laser burns from the danger room, but nothing that would cause him great pain.

 **I have back into all the stuff I've been through, trying to find what the symbiote is latching onto. The Professor says that its latched onto painful memories, memories that I don't want to remember, like how when you see someone break something or hurt themselves we flinch away.**

He got into the shower and turned on the hot water, his cuts sealed up, his bruises faded and his burn scars lightened. Hot water ran down his face drenching him with warmth, and steam.

 **Living on my own, when the Sinister Six captured me, Carnage, trying to escape the Shield Hellicarrier, and when I lost J-**

Adrian suddenly saw the blood red eyes of Ruin and black fangs "GYAH!" Adrian suddenly through is fist into the metal shower wall crashing through it. The water burst through onto him knocking him over and onto the floor near the drain. He watched the blood sink into the black holes of the drain, like little bits of himself falling into nothing.

 **….**

The water sprinkled on top of him as blood ran from his knuckles. It mixed with the drain before he finally got out, he headed to the first aid kit and took it off the wall and started to wrap his hand around it.

 **It's like I'm reliving every terrible day of my life.**

He got out of the lockeroom after his hand was bandaged and he was wearing new clothes, a dark grey X-men zip up hoodie and dark pants to replace his old sweaty ones. He walked barefoot toward the elevator that took him back to the main floor.

 **No one knows I'm here, my dad and the Avengers on his side do, but I can't talk to him, not even with the professors telepathic abilities cause they aren't sure or not if Shield has telepaths on the payroll.**

He walked into the hall of students with no one watching him, no one even noticed him. He saw some of the Hellions, Julian and Rockslide, even Surge and some of her friends he raised is hand at them when he stopped. The older kids walked by not even noticing him.

 **Forgot, Professor X is hiding me, making it so no one even sees me when I walk around, talk about hiding in plain sight, just so long as they don't touch me.**

Adrian continued down the hallways when he heard a very loud "OW!", he walked by the open doorway to one of the larger rooms to see a bunch of the students gathered around a girl. She had was of African descent, she was wearing a wakandan dashiki shirt without sleeves mostly orange with greens, reds and black designs. Dark black high cut pants covered her legs with white shoes covered her feet. Her black hair was held back in long braids coiled together, dark brown skin with amber eyes a slender face and full lips.

 _ONE YEAR AGO_

 _PUBLIC ELEMNTARY SCHOOL 616_

 _Adrian was in school head against the desk, he was wearing his mets hat with a grey shirt and khaki cargo pants on his legs. He was groaning through his teeth as the teacher kept rambling on. "Mrs. Wilson, we have a new student for you." Adrian raises his head seeing a new girl walk in. She was wearing very different clothing than anyone in the class. She had on a long dress that was more of a baggy shirt to Adrian's eyes._

 _In fact she wearing a similar red, green, and black dashiki, it has enteric designs and symbols sown into it, and it reached down to her knees and a matched red, green and headband holding back wild black hair. "Everyone this is our new classmate Ze-Zeeniby Bombvaynay?" The teacher says struggling with the new girls name "My name is Zeinalla Bomvana." She says coldly with a thick accent of someone not from the US and for sure not from New York._

 _"Thank you Zee- Zeinalla." The teacher says trying to correct her mistake and not embarrass herself anymore "Do not strain yourself madam, my name is clearly one you aren't use to hearing and I hope one you don't need to use often." Adrian could see the Teacher get annoyed "Well why don't you take your seat than."_

 _The new girl took the only seat available and that was next to Adrian and shot him a glare with daggers in her so eyes they would make wolverine look uneasy. "What are you staring at?" She hissed at him._

 _"Nothing." He said back frowning at her "Well you seem to be looking at something." She replied annoyed._

 _Adrian wasn't backing down either "Yeah, just a big pile of nothing." He said before he felt his spider sense flare._

 _ **Regret in three, two, one…**_

PRESENT

XAIVER INSTITUE

 **You have got to be kidding me, I'll take Carnage again over her.**

Adrian frowned seeing the girl again, she was standing in the middle of what looked like a hardcore gym class of dodgeball. A green scaled reptile boy with spikes on his head and left arm which was more lizard than human. He was wearing a red sweatshirt with jeans and appeared to be a bit older than both Adrian and Zeinalla "What was that for?" the boy said shooting up around the other mutants "What was that for?" he snapped.

 **Zeinalla, the only Wakandan in our entire school, back when I went to school, super smart and super arrogant as I remember, never stopped talking about how great Wakanda was compared to the rest of the world.**

"I'm sorry, I thought the point of this barbaric game was to dodge the ball." She said holding up a red rubber ball.

 **Wait is she a mutant?**

The X-boy got into her face "You thought it below the belt you little homo sapien bit-" before he could finish his sentence Zeinalla shot the brunt of her palm into his face and swung her foot behind his grabbing his arm and throwing the lizard boy over her shoulder throwing him across the floor right toward Adrian.

 **Nope, still just a bit-WHOA**

Adrian instinctively caught the boy, suddenly the reptile boy looked up to see him and so did the other Mutants and girl.

 **Crap**

Meanwhile, up above in Professor X's office, Charles Xaiver was sitting at his desk across from a dark skinned African woman with pure white hair wearing unique head dress, she wore a long white gown with a silk corset with jewels around her neck, arms and more. "Thank you for letting me return to the School Professor." She said to Charles who smiled at her "Storm, Ororo this place is and always will be your home, even if you are the Queen of Wakanda."

The goddess of the weather, sighed "If only it was that simple of a title, T'Challa is doing his best to help the mutants in Wakanda as so many other countries are having superhuman registration acts." She said back to him "Nothing we haven't weathered before." Professor X said back to her getting up and looking out the window at a set of Sentinels keeping watch on the school "After M-Day, we still need to be careful." He said, "Does that include holding fugitives." Ororo asked him.

"Logan told you didn't you?" Charles asked her "It was Emma actually." Ororo said walking up next to him "Emma and Scott think we are playing a dangerous game harboring him, yet I fear they have forgotten what the sign on the front of the school says."

Ororo snickered "Gifted youngsters." Charles nodded before turning to her "He's a lot like you Ororo, he grew up fending for himself, looking out for other kids who had no homes, using his gifts to survive and even more." Charles said.

She put both hands behind her back "Would you like me to talk to him?" she asked "No, I have it well in hand, he is doing quite well with our sessions and…. Oh no." Professor X said looking around annoyed "What is it?" Storm asked the professor "I'm afraid my dear Storm, my spider sense is tingling."

Down below in the gymnasium another dodgeball game had erupted in the gym, "GET HER!" Adrian was throwing dodgeballs left and right at Zeinalla on one team and her on the other. She flipped and dodged just as good as throws and he, hers.

 **Long story short, last time I was here I won a lot of dodgeball games, also my first day of school I ended up creaming Jack in dodgeball so everyone wanted me to play and lastly I really want to hit something.**

Zeinalla flipped over the dodgeballs as she hurled them back at him, "Now I know how you were able to beat them at dodgeball, Parker." She snapped at him but when she said parker it sounded like 'Pawker'.

 **When she arrived, after she punched me I mean, made me play dodgeball against her and since I had to keep the whole superhero stuff to a down low I took a lot of punishment to the face from her arm that day.**

"I beat you cause you suck." He snapped back at her, she caught herself on one hand before scooping up a ball and throwing it at her. It flew so fast it blew her hair back as she dodged it by an inch. Her hair braids and free flowing hair brushing it with the force. He in fact through the ball so hard it richocheted off the back of the wall like a cannon ball and hitting Zeinalla in the back of the head.

Her face smacked into the ground with a loud thunk, making everyone make a groaning sound.

 **Crap.**

Adrain and the other kids rushed over to her seeing another one of them down making them all panic, when Adrain got close his spider sense flared.

 **Man if I killed her I'll be in so much-**

He back flipped away as Zeinallas arm shot up to try and grab him "I KNEW IT!" Adrian snapped at her, before the two could start fighting again a massive gust of wind shook the entire gymnasium "What is the meaning of this." Both Storm and Professor X rushed into the room, Storm literally flew with commanding wind around her.

"Zeinalla what are you doing?" Storm snapped at her "You know Storm?" Adrian asked suddenly "That's none of your business." She snapped at him barring her teeth like fangs and Adrian returning the look in kind.

"Enough!" Storm thundered literally with lighting rising from her white hair and both eyes as gray as storm clouds, all of the students and children stopped instantly at the sheer power of the mutant goddess, "Thank you Ororo, now if you would all _return to your studies_." Professor X said using his telepathic abilities to make all the students in the room to turn and leave the room as if nothing had happened with blank expressions on his face "Now…" Professor X said looking at Adrian "Care to explain this?"

 _ONE YEAR AGO_

 _PUBLIC ELEMNTARY SCHOOL 616_

 _"Oh, now I understand." Professor X said inside of Adrians mind, the two of them were both in his mind looking at Adrians memories. Professor X was standing with Adrian still wearing the X-men hoodie. They were over Adrians schools blacktop with Adrian holding a bag of ice over a swollen left eye "I swear to Thor if you call her my girlfriend I'll let Ruin take me over." Adrian said arms crossed as they watched both memories of Franklin and Jack making fun of Adrian not to hurt but just as friends do. "On the contrary Adrian, I've spent some time watching children grow, you and Zeinalla are both very strong willed individuals regardless of gender and when two strong egos come into contact it usually leads to conflict." The professor said as they watched Adrian get up and drop the ice pack showing his big black eye._

 _He and the other boys headed over to a round of dodgeball being played, Zeinalla was moving with such speed and some could say even grace against the other school kids mostly boys with a crowd of girls behind her cheering._

 _She chucked a dodgeball like a pro league pitcher right at one boy who barely dodged but it was heading straight at Adrian who caught it with one hand._

 _He and her locked eyes or for Adrian his good eye as the other was almost swollen shut, "I have never understood this countries fascination with this game." Professor X said as they watched the dodgeball game, and more memories._

 _"hmmm, I see." Professor X said as they watched memories of Adrian leaping out of a bathroom window with Zeinalla down below in the school entrance heading to a car as everyone else left the school at the end of the day. "See what?" Adrian asked as they showed an Image of Adrian and his dad fighting the Rhino again in Central Park Zoo._

 _"Nothing my boy, we should resume the focus of our cession, I believe its time we return to the day it started." Professor X said as the memory changed to show the past._

 _It was outside the school, Spider-Boy was fighting Carnage without any restraint tearing apart the street and cars around them. Adrian's mental-self tensed up seeing it curling his hands into fists as a vein started to pop. He looked down at his hand to see the dark black and red symbiote start to take hold "Remain clam, Adrian." Professor X said and Adrian's mental-self took a deep breath and the symbiote retracted from his hand letting him uncurl the fist._

 _"I wasn't so calm during this." Adrian grumbled as they watched the battle "On the contrary, when you told me of this you said all you focused on was stopping Carnage, often when we are pressed or our adrenaline is rushing we have a heightened sense of things, that combined with your own gifts increased that ten fold." Prfoessor X said as the battle stopped and they walked around the image of Carnage stabbing Adrian "Here, that's when he first infected you." Professor X said as they jumped forward to all the times Adrian had fought and gotten angry._

 _"Hmm, it seems the more you fight and the more you are enraged it grows stronger." Professor X said as Adrian looked at his memories "Don't suppose you know where a certain green guy wit ha similar problem is?" Adrian asked him._

 _Professor X hesitated for a second, "… No." he replied until the memories vanished "I want to look further into your childhood Adrian, before New York if we might.?" He asked respectfully "If you think it will help, but Professor?" Adrian asked him "Do not worry Adrian, if we go to deep and it puts two much straing on your mind I will end it, I have wolverine in the next room just encase."_

 _Adrian looked at him stunned "Oh yeah, your in my mind." His astral projection said as they went deeper into his mind. "The reason for this Adrian is because this symbiote, this Ruin is feeding on these memories to stay locked into your mind, like a lion or hyena returning to a watering hole." As Professor X and Adrian walked through the hallways of his mind each door an experience Adrian could see the actual things Professor X was descrbeing._

 _They jumped back to the strees of LA, Adrian was sitting on a roof top wearing a longsleeved shirt and shorts with bike helmet on and elbowpads. "Hmmm, what are you doing?" Professor X asked looking to see that Adrian wasn't wearing any shoes."_

 _Adrian let out a groan, "Can we please not watch this, I was trying to see if I could make my body make its own web by jumping off a building."_

 _Professor X scratched his chin interested "And?" he asked as they watched Adrian leap off the building and hold his hands out trying to shoot webs but nothing happened accept for Adrian crashing into a dumpster, "Hmmm interesting." Professor X said again before they jumped to another, but before they left Professor X noticed a shimmer next to Adrian._

 _They appeared in another memory, this time at a beach, Adrian was wearing a pair of basketball shorts as he fought underneath a pier of some kind against aquavillian. They were wearing a dark black and yellow wetsuit with a giant shark fin on the back of the head which was black going down the center of the suit with stripes on the outside yellow part "Tiger Shark if I'm not mistaken."_

 _"Yeah, I went to the beach one day and saw him snooping around the pier as some bigshots were on top, he had a bomb I think." Adrian said as he remembered a scene in his mind where Adrian was wrestling with a shimmering Tiger Shark one on one who was holding a large package of C4. "How did you manage to defeat him?" Professor X asked as he looked at the shimmering part starting to see a pattern._

 _They watched as Adrian was thrown against a large pillar under the pier "Well LA isn't like New York Professor, sometimes I had to, you know…" he said as Tiger Sharks attacked the version of Adrian in the memory who used his spider sense to strike first and smash his fist right into Tiger Sharks crotch making the man crumble. "And the bomb?" Professor X asked looking at it still clutched in Tiger Sharks claws. "Had to move, stole a ski jet and took out into sea." Adrian some how managed to ride a much larger Ski jet than him off the coast of Miami before throwing it into the water before an Explosion erupted sending him and the Ski jet into the water "Just wasn't fast enough, not sure how I survived, or how Tiger Shark got away?" Adrian said as Professor X and him watch sinking into the water the memory fading until Professor X noticed a pair of winged feet paddling toward them "How indeed." Professor X said until the memory changed to so Adrian resting under the pier with Tiger Shark gone, but not the shimmer._

 _"Hmmmm there it is again." Professor X said as he looked at the shimmer freezing the memory "What is?" Adrian asked looking at him "Your memories, of when you were in LA, this strange shimmer keeps appearing." Professor X said pointing to it._

 _Adrian looked at it too "Well didn't you say the Symbiote was feeding off it?" Adrian asked "I did, but than the memory wouldn't be here anymore if it was feeding on it." Professor Xaiver said rushing his hand through the shimmer like it was water "But this, its almost as if its trying to h-" Professor X shot his hand back as the shimmers suddenly exploded into the symbiotes spikey like form "Hide something." Professor X said as he held his hand out and the symbiotes spikes started to shrieked making Adrian grab his head and fall to the floor of the shiner "What are you doing?" Adrian begged as he tried to get up._

 _Professor X moved closer making the Symbiote start to crumble even more "These shimmers, there is something the Symbiote is doing to your mind Adrian." The memory started to fracture breaking apart like glass as all the other memories exploded with the symbiotes conduit shooting out spikes to try and stab at the Professor but the second he got close they would retreat or harden "Adrian, stay close to me?" Professor X asked the boy who stood up next to him as a spherical shield around them stopping the spikes and tentacles that tried to grab Adrian but the second he got next to him he was okay._

 _"Whatever it is the Symbiote is doing in these spots is a strong source for it." Professor X said as he focused in on all the memories with the shimmers "No…. no stop." Adrian said as Professor X held out his hands making the black and red spots crumble crack open "What is this?" Professor X asked him._

 _"We need to stop." Adrian said looking at the shimmers "Not yet Adrian, if this is the source we need to know why to help you."_

 _Symbiote pieces were broken away and the shimmers started to fade, the image of Adrian running through LA as a kid showed a pair of feet next to him, "No…" he wasn't alone as he fought the 40 thieves, or when he jumped off the building "No, stop…" , fought Tiger Shark and more memories surrounded by the shimmers starting to reveal another person, another kid._

 _"Who is this?" Professor X said as the image showed another boy, the same age as Adrian with Blonde hair and green eyes with the same face running and leaping over the buildings together._

The memory ended snapping them back into Professor Xaivers office at the chair, both of them fell back into their chairs Adrian sweating hard before bowing his head "I see…" Adrian heard Professor X said as his eyes watered up.

"I see, you were alone before you found your father, but you weren't always on your own." Professor X said as Adrian thought of the boy "No, it's the reason I left LA." He said shaking his head "He died saving you didn't he?" Professor X asked him and Adrian nodded "I can see how a memory like that could cause such emotions." Prfoessor X said getting up "I'm sorry about your twin brother Adrian." Professor Xaiver said walking over to him.


	8. Long Iron Arm of the Law

**_Okay, I need you guys to review my chapters in all honesty, I haven't really written that much on superheroes, and I would love some feed back, questions, anything you think wasn't explained well or could be better. As well as what you guys would like to see or you think would help in the story_**

LOS ANGELES

THREE YEARS AGO

Adrian and his blonde haired twin brother were leaping across the night sky of LA. They were not only younger, skin was far more tan from years of being out in the sun during the day. But They were doing flips and spins around the rooftops until they spied a Cuarenta ladrones thug with a gun holding it toward an old Mexican woman who was speaking hysterically in Spanish before both boys leapt down without a second thought. Adrian dropped down right onto the mugger grabbing the gun as his brother grabbed the woman pulling her out of the way of the bullet.

"His name was Jonas, for as long as I could remember it was just the two of us." Adrian said to Professor X who were looking over the alley like specters as they watched the old woman walk off as Adrian held the mugger down.

Both boys Spider-Sense flared as they looked back into the alley of shadows to see more of the Cuarenta ladrones walking out of the shadows some with guns others with knives. Both Adrian and Jonas looked at one another, Adrian smiled while Jonas before leaping toward them and a battle began.

"The two of you seemed unstoppable." Professor X said looking at the memory, "That's what we thought, or at least I thought it." Adrian said looking back at Professor X as the memory faded away and showed the two of them moving across LA. "How is it that word never reached New York about two super powered boys?" he asked Adrian who shrugged "You really think that any Cuarenta ladrones member would say two kids beat them up?" he asked "Plus the Pride was in control of LA, probably did something to make sure word never got around." Adrian added.

"Did you know?" Adrian heard Professor X asked him "Know what?" Adrian asked him as they saw a memory of both Adrian and his twin stopping outside a TV store. They could see a new story about the Avengers, spider-Man included battling some aliens. Jonas looked at with interest when Adrian slapped his brother on the arm for him to follow "That Peter was your father."

Adrian got silent as that memory disappeared too, "Yeah we knew." He grumbled "But I didn't care really, I mean at the time I thought if he didn't want us so we should stay in place that did." Adrian said as it showed the two boys at the Rodriguez house, the same family who helped Adrian in LA for a long time. "Jonas wanted to go, but he knew I'd never leave LA, and he'd leave me." Adrian said as they watched Adrian and Jonas running and leaping over the roof tops of Los Angelos during better days.

They looked at another memory of Adrian and Jonas stopping a mugging, the mugger had a gun to two people before the two boys leapt down off a wall, it was easy Adrian kicked the gun out of his hand and Jonas made sure the two muggees were safe. Before Adrian could hit the guy with a super powered punch that would surely cause damage Jonas grabbed his fist letting the mugger get away, beaten but unbroken.

"What happened?" Professor X asked, Adrian sighed as he took them to another memory, they were in a burning warehouse piles of metal wreckage were falling as both Adrian and Jonas wrestled with Rey de ladrones, leader of the Cuarenta ladrones. They fought viciously against him as he blasted and swung around a giant minigun ripping apart the inside of the warehouse. He was wearing heavy body armor spray painted with 40s and crowns on it "After enough work, we tracked down Rey de Iadrones to the Caurenta ladrones hideout on the docks, we knew that they had cops on the payroll and if we called them they'd packup and move." Adrian said as they watched him and Jonas wrestle the minigun away from him.

Jonas had both arms around the king of thieves neck as Adrian tackled him "We knew all the gunfire would bring the entire LAPD down on them but we know that Rey de Iadrones wouldn't go quietly…. But we didn't know he wouldn't go at all." Adrian said as they watched Rey de Iadrones rip off his flakjacket wearing a bomb vest and detonator in his hand. Adrian mental projection turned away as suddenly Jonas grabbed Adrian and through him right at the nearest window. Adrians younger self was helpless as Jonas leapt up onto Rey de Ladrones trying to get the detonator as Adrian went through the widnow followed by the entire warehouse exploding.

Later after LA's finest arrived putting the fire out and cops putting Cuarenta Iadrones in handcuffs and large prisoner trucks, as the fires raged burning the entire warehouse to the ground Adrian was sitting on top of another building curled up his eyes red and puffy from crying all the tears he could. "Jonas was always the better one." Jericho said looking at himself "He always was…"

THE X-MANSION

Suddenly Adrians memory fell to pieces, returning him and Professor X back into Charles's office. Professor X was sitting in his chair the curtains drawn the sun had just started to rise on a new day and Adrian was sat hands together holding them between his knees his head bowed hiding his face with his long hair "Please… can we stop." He said from under the curtain of hair.

"… of course Adrian." Professor Xaiver said as Adrian got up heading to the door, "Would you like to talk to your father we have a secure line in the basemen?" Professor X asked him "No… I don't want to talk to him yet." Adrian replied when he walked out, Fang his faithful half spider half wolf, dog was waiting for him. The eight legged boys best friend got up yawning and following after him closely.

In another part of the mansion, Wolverine was sitting on a couch in one of the mansions TV rooms with a beer, "Little early don't you think Logan?" Wolverine looked up to see the long white haired mutant goddess of weather, Ororo Munroe or Ororo Iquadi T'Challa, but more commonaly to the world as Storm. She was wearing a long white morning robe made of the finest silk with panthers and other wakandans symbols "It's five o'clock somewhere and I've got a healing factor that can beat any liquor so there." He said as Ororo wiped her long silver hair back as she reached down and summoned the winds around one of the beer cans to summon her one "Never said I didn't want one." She said as she sat down next to him as he turned on the TV.

"Anything good on television?" she asked him, "No its pretty much the same thing on every channel." He said as they looked at the TV.

It showed a news real of current events "Director Stark introduced former unlicensed Superhero, Prodigy, who was apprehended months prior for using super powers without a licensee in public and also for drunk and discordantly contact, along with various other charges, as officially reformed and being trained at SHIELDS superhero training camp in Virginia." The TV said as it showed many of the Shield, sanctioned heroes and Shield Agents with Iron Man. The image suddenly changed to show the broadcaster, "However, Stark has again refused to comment on what happened in New York with former Avengers Luke Cage and Peter Parker and if it had any connection to the Parker question."

"Parker Question?" Ororo asked Logan as she sat next to him, "Hmmm all that time in Wakanda has kept you out of the loop." Logan said sipping his beer "I wouldn't say I am out of the loop Logan, I'm wife to the King of Wakanda, politics have become my new adventure." She said smirking at him as the recording on the TV of Cameras being pressed in Iron Mans face "Director Stark, Director Stark, what happened a week ago in New York, are the reports of the Parker family still at large?" they asked him "No comment." Iron Man said walking through the crowd in his armor.

"So what is the Parker question?" Ororo asked Logan, "Families with super powers basically, what happens when stuff like the Parker family, registration on family members with powers too." Logan explained, Ororo scoffed at it all "So like for us, only now there talking about it because it was a non-mutant." Ororo pointed.

The Canadian drank his beer before replying "Sure like they weren't talking about it for years now, look try to keep this from Adrian, kid has enough-"

'Logan, could you come to my office' professor X's voice said through his mental powers "Hang on a sec Ororo Professor wants me." Logan said as he got up, "Yes he told me." Ororo said as she took a sip of her beer but gagged at it, "Uh… gross." She said looking down on it and taking a sip, she didn't notice Iron Man just receive something on his ear piece inside his helmet get his attention "Excuse me something has come up." Iron Man said before blasting off.

NEW YORK CITY

X-MANSION

Later, Wolverine was standing in Professor X's office, "So, what do you mean the symbiote can't be removed?" Logan asked Professor X.

The bald telepath looked back at him "Not by us it seems, the symbiotic bond is too heavily engrained his body and mind." Charles replied to him, Wolverine was wearing his yellow and blue X-Men suit. "What like it knows the right buttons to push?" Logan asked him to smoke a cigar.

"In a sense yes, do you know he had a brother." Logan heard Professor, Logan was halfway through his cigar when he stopped "Oh Christ…." He whispered to himself "He told me that he hasn't told anyone, not even Peter." Professor X said "Are we going to?" Logan asked.

Professor X was silent, "No, as much as I would this is a personal matter between Adrian and his father."

"So what's this got to do with the thing inside him?" Logan asked him "The symbiote feeds on aggressive emotions, but it also strengthens his body protecting it when it feels threatened." Professor X said walking over to a window seeing Adrian walking across the grounds with Fang at his side. Charles tunred back arms crossed scratching his chin "During our sessions the symbiote tried to block all memory of his brother." Logan tapped his lesser sharp claws on his arms and by claws his fingers "Guess that makes sense?" Logan guessed "I thought the same, the memory of his brothers death was one of great tragedy and pain, yet so are the other memories even the happier ones I saw, and even still these memories are ever present in the mind as if resisting at the symbiotes seams." Professor X said explaining it in further detail "….You lost me Chuck" Wolverine said going cross eyed as he not even his healing factor could heal that mind boggle.

Professor X sighed as he leaned forward "He doesn't want to forget, but the symbiote is trying to exterminate the memories, the pain, the fear, the helplessness, all traits of someone broken and the symbiotes sole purpose is to evolve the host to adept to survive." He said again to Wolverine who walked up and sat down in the chair "So the symbiote doesn't like the bad memories, wants to get rid of them like suppressed memories?" Logan asked trying to say it in his own words to simplify it.

"Yes and yet take note of the emotions Adrian has shown sense being infected with the symbiote, ones where memories of loss, like with the New Warriors, helplessness as the world he knew and loved changed so fast, fear as Captain America, a man he idolized is died to preserve that world in his eyes, and Iron Man and other heroes he grew with idolized, labeling him a danger and threat, while society labeled him a terrorist, he was all alone at first."

Logan scratched his chin "Sooooo… no you lost me again?" Wolverine grumbled his brain snapping "Fury, Colonel Nicholas Fury, a spymaster of Shield who has gone rogue used the boy who was at the brink and said he wasn't alone, he didn't need to be afraid and channeled the two." Professor X said to him "So, Fury knew?" Logan asked "Perhaps, but I knew that for Fury always had an interest in Spider-Man, everyone has, his spider sense the ability to predict a threat, that's something every man in power would want."

"What about the spy stuff, the infiltrating and breaking in to Starks stuff?" Logan asked him "Adrian I'm sure has told you that Fury told him they were going to change things, make it so that Shields new power and Starks new world order ended." Charles said to him "But so far nothing has happened." Charles said sitting down "So Fury was using him." Wolverine said sitting forward "In a way, but he also trained him, gave the boy everything he wanted, a way to strike back, a way to feel empowered, and the means to maybe even better himself." The Professor said.

"What are you getting at Charlie?" Logan asked him while Professor X looked back at Adrian outside, "The symbiote feeds on aggressive emotions and tries to take over the host by strengthen these emotions while removing any weaknesses." the professor said to him "What if the hosts weakness is also his strength." Professor X said getting up and walking up to the window "What?" Logan asked still a little lost.

Professor X spotted Adrian at the far end of the institute, Adrian was sitting under a trees shade with Fang next to him in the shade, at the very edge of the suns shadow on the tree between light and dark "His brother, Adrian doesn't want to forget his brother but the symbiote is trying to remove the memories and each time they both get stronger, Adrian is resisting the symbiote with the most painful and traumatic event of his life because it is the most defining moment of his life."

"Same way with the his dad and his uncle…" Logan said getting up and walking up next to him "So what do we do?" Logan asked Professor X, who replied "I have no idea, but I hope I know someone who can." Professor X said as he looked back to him. Meanwhile, in the gardens of the mansion Adrian sat under the tree. While even further away from him, was a man with dark black hair and wearing lions fur on his shoulders with a vest made out of his suit "Kraven here, I have spotted the spiderling, Director." Kraven said as he looked through a sniper scope lenses in some bushes, he had an ear piece in talking with someone "So he is at the X-Mansion." The director said behind the ear piece.

Kraven lowered his lens, "So, how much longer till Stark starts asking questions?" Kraven asked as spied into the X-Mansion.

"Today, I'm meeting with him in five minutes, thank you for your report Agent Romanoff, I'm sure Director Stark will like our new info."

NEW YORK CITY

Iron Man landed on Stark Towers walking inside, "Jarvis hold all my calls." He said to his AI companion "Of course, would you like me to reschedule your meeting with the Director of The Thunderbolts?" Jarvis asked Iron Man as he took of his yellow and red helmet as he walked into his office "Yes, I just got done analyzing this new data." Tony said as he headed to the bar "Now is that anyway to treat an old friend?" Tony looked up at the bar to see standing behind the bar was the Director of the Thunderbolts "Especially since he just made you a cocktail and a new intel on SHIELDS most wanted."

X-MANSION

Meanwhile, Adrian was looking back at the X-Mansion under the tree with Fang, before the dog lifted his head up and started to give light ruffs "If it's a squirrel go get it." Adrian groaned.

"I'd like to see it try." A voice said up to him, Adrian looked up to see Zenialla sitting in the tree, she had on a long green shirt with a dashiki design that had red and black stripes on it, she had an orange wrap on her head with shorts under the long shirt.

 **I don't need this.**

"I'm debating to let him." Adrian said as the wolf growled at the girl who sat on a branch before dropping down doing a backflip as she landed on her shoes. "What do you want?" Adrian asked her, Zeinalla glared at him and the wolf "So how long?" She asked him, as she stood up "How long what?" he asked back "How long have you been Spider-Boy?" she asked him, "A year and a half?" he replied to her "So Jack Powers and his siblings are too aren't they?" Adrian glanced over at her "Come on at least your smart enough to wear a mask." She said smirking at him.

A smile he didn't share, "Look can you leave me alone?" he asked her "I just asked you a simple question?" Zeinalla asked back as she leaned on the tree "Well

"No it's not a simple question, nothing is simple anymore for me." Adrian said getting up, "You mean like how everyone is saying we need more laws to be safe?" she suddenly asked "No—yes." Adrian said looking up at her as she leaned on the tree "You think you're the only kid this is messing with?" she asked him "I… I mean my situation is a little different." Adrian said gesturing to him and then her.

"I know, everyone did at school." She said back to him.

 **That's right, I haven't even thought about Jack and Franklin or anyone from school.**

He lifted his head instantly "Jack, Franklin what happened to them?" Adrian asked "Well Franklin Richards never came back to school, neither did any of the Powers children, soon I left too." She said as she looked at her shoes "Why'd they take you out?" Adrian asked her scratching Fangs white fur "My father and mother decided to withdraw me from my education in America." She said as she glared down at him "How come?"

"My father worked at the Wakandan Embassy, my mother too, they sent me back to Wakanda for my safety I believe." Adrian saw her sit down next to him "So what are you doing with Storm?" Adrian asked her "Her name is Queen Ororo Iquadi T'Challa, wife of the Black Panther and goddess of Weather." Zeinalla said back to him "Whatever, if your parents don't want you in America why are you here?" he asked her.

The girl frowned "Its expected of me, my family is very close to the royal family and only so many girls have the honor of being handmaiden to the Queen." She said as she looked down at her wrist where Adrian noticed an African bracelet, it had golden beads with thunder bolts and a panther on it. "So you met the Black Panther?" he asked her "King T'Challa yes, I have met him but only on formal occasions, he's often busy and… I shouldn't be talking about the king this way." She said as she got up "Why, so far you're the only other person I've talked to about anything in a while." Adrian said as she turned around.

"I thought you were talking with Professor Xaiver?" she asked him, "I don't know if you can call it talking, he more of just-" "Speaking inside your head with your own voice?" Zeinalla asked him.

"Queen Ororo has told me that's how it feels." Zeinalla said next to him as she sat back down, "So what did everyone say when I wasn't in school?" Adrian asked her, she curled her black hair as she looked at the grass "A lot of things, mostly wondering what you were doing but even more asking how many times you left school and if they were for superhero stuff or actually skipping?" she asked him.

The young boy shrugged "You know its kind of a mix, most of the time I was sneaking out of school but caught up in the superhero stuff."

"So that time at the museum that was-" "Captain America and I fighting Nazis." Adrian answered her, "I figured as much." Zeinalla snickered smiling at him.

NEW YORK CITY

SECRET SANCTORUM

Peter was looking out the window of his room inside Dr. Stranges mansion, the sorcerer supreme was using a cloaking spell to make it look as if the house was condemned when it really wasn't. He still wore his dark black spider suit, nearly identical to the symbiote suit but just simple cloth. His mask was off as he was safely inside and his identity already public knowledge. He wasn't the only one in the room "Your dressed already?", Peter glanced over his shoulder to see his wife Mary Jane laying in there bed under the sheets "I'm going to ask Dr. Strange to send me the X-Mansion, I'm going to bring Adrian back here to see we can handle this ourselves."

Mary Kane got up and grabbed one of Peters shirts putting it on as he headed to the door grabbing his mask "Peter, wait." Mary Jane said rushing between him and the door "I want Adrian back here too, I want him back, I want him in my arms too." She said as she put her hands on his chest "But maybe we should let Professor Xaiver try to help."

"I'm his father Mary Jane, I'm the only one who has the same powers and gone through the same stuff with the Symbiote." Peter said back urgently "Then you know by now we won't always be able to protect him." She said trying to calm him down.

Peter frowned at her "Its not the point about protecting him, but we need to be there for him, we're all he has and you two are all I have if Aunt May…" Peter started to trail off when he got to the topic of his Aunt. He pushed Mary Kane aside without hurting her "I'll be back, with our son." he said firmly walking out of the room and down the various halls and stairs to Dr. Stranges main hall of meditation. The second Spider-Man opened the door waves of purple and swirling magical light erupted from it with him walking in.

"Is there something I can do for you Peter?" Dr. Strange asked as he sat in the center of the room ten feet off the ground legs crossed hands on his knees as a flowing red cape blew behind him "Send me to the X-Mansion Strange." Peter said plainly "What for?" Dr. Strange asked him "I'm bringing my son home, now."

Dr. Strange shut off all his spell weaving and made the room appear like any other room in the secret hideout, "I thought you agreed on letting him go to Professor Xaivers?" Strange asked him "Now I'm unagreeing, send me there now or bring him back here." Spider-Man demanded "I could do that Peter, I could do a lot of things, but have you thought this through?"

"I shouldn't be there Strange, he shouldn't be anywhere but where I can see him." Spider-Man replied to him "I know your trying to be a good parent Peter, but so-" "BUT NOTHING STRANGE!" Spider-Man barked at him "I am sick and tired of all the parent talk, I am his parent, I am his father, and I-AM-GOING-TO-SEE-MY-SON!" Dr. Strange got quiet when Spider-Man roared at him "He doesn't want to see you." Strange said "… What?" Peter asked him "Before you walked in, I was speaking with Professor Xaiver, he says Adrian is at a critical moment right now and that he doesn't want to see you, not yet."

Spider-Man froze, holding up a hand "But-but why?" he asked the doctor, Strange lowered himself down and stood there on the floor with him instead of hovering over him as the Sorcerer Supreme. "Spider-Man, Peter, I was a surgeon you know, I always thought I could fix what was in people's minds just by opening up their heads and taking out the bad stuff and fix it with my own two hands." He said plainly "But Professor Xaiver is the man who can help you fix ourselves, I trust him, and we both know how little people trust one another these days." He said back to Spider-Man who curled his hand into a fist "One more day… tell Logan or Xaiver, they have one more day then he comes home." Peter said under his mask, uncurling his fist before leaving the room.

Strange let out a sigh of relief before returning to his meditation, "Whatever you plan to do Xaiver, I hope you do it fast."

X-MANSION

The sun had started to set on the X-Mansion as Professor X looked out the window off his office, as something cast a very man like shadow over the sun casting a shadow on the British Professor. Standing in the air outside the X-Mansion for both student, teacher and X-Men to see was Iron Man "Charles." Iron Man said under his helmet "Anthony." Professor X said seeing the armor, using his full name "Can I come in?" Iron Man asked, "… of course." Professor X said opening the window.

Just outside the school grounds, in Salems very border Adrian sat across the table of the dinner from Wolverine, "So Aren't you going to ask me about it?" Adrian asked as Wolverine Who munches in some bacon and eggs, he had on dark jeans, a red flannel and leather jacket with dark brown boots. "Nope." They were sitting in a dinner on the edge of the county, a motorcycle parked in the parking lot with Wolverines name carved into it.

"What do you mean nope." Adrian asked under his hat, Adrian had brought an extra one to wear over his head with his hood hiding his identity, and doing a surprisingly good job, just a zip up hoodie and a baseball cap.

"I mean I'm not asking about crap." Logan sighed "I thought that's why you took me out of the mansion?"

Wolverine shook his head putting his fork down "No I just wanted to get some food, not to mention that the food at the school is awful." Logan said back to him.

"But Professor X told you about what happened during out whatever talks, sessions, whatever?" Adrian asked him, "Aint my business, aint worth my time." Wolverine lied as he looked at his food.

Meanwhile, back at the Mansion Professor X had let Iron Man into his office, "I've always loved this office, wish the boys at Stark Industries would try to mix my office with that old timey feel." Iron Man said as he walked around the office "Is there something you want Stark, last time I checked we reached an agreement?" Charles asked as he sat down at his desk "We did Charles, no more sentinels guarding your school and no more mutants going off and doing vigilante stuff."

"If your speaking about Wolverine, he hasn't been here for some time?" Xaiver said to Iron Man who was looking around the office and at the many pictures of X-Men of the past. "That so, and how long till the rest of your X-Men break the door down?" Iron Man said looking through the door to see all the teachers and X-Men rushing to the door through the walls with his suits advanced x-ray technology "Give me a moment." Xaiver said pressing his finger to his head and signaling all of the X-Men to back off, immediately.

When Iron Man saw there X-ray forms go he looked back at Charles, "So we can finally talk?" Iron Man asked walking toward the desk "For as long as I see fit." Xaiver said leaning back in his chair "We both know why I'm here." Iron Man said back leaning on the desk.

Back at the dinner, Logan and Adrian ate there meal in silence, "I need to take a leak." Logan said getting up, and heading to the bathroom "Don't hurt yourself." Adrian joked as far away from them in the trees around the dinner, Kraven was watching "He's alone, want me to capture the cub?" the hunter asked the director through his ear piece as he sat in the shadows of the van looking at the monitors holding a drink. Meanwhile further away, in a dark black van with black clad Shield Agents in the car "Leave that for the task force, I think its time you do what you do best." The Director of the Thunderbolts said as Kraven smiled "And what it is I do, is less then pretty." He said jokingly using Wolverines own line.

When Logan walked into the bathroom he took a piss, before putting his tools away and heading to the sink to wash his hands when he sniffed something.

Somehow, some way, Kraven had gotten into the bathroom and was standing right behind Logan who could see him in the mirror reflection "Thought I smelled a zoo?" Logan said into the mirror at Kraven "I assure you it's not personnel, I'm actually a great admirer of your work." Kraven said as he took out two very long bowie knives with curved tips and jagged inside edges.

Logan turned around and unsheathed his metal claws letting out the wolverine "Bub, you just made the worst decision of your life."

Kraven held up the knives "You haven't met my wife."

Back at the X-Mansion, the sun had sun beneath the waves of the ocean overlooking the mansion. Iron Man was standing across Xaivers desk, "I know he's here Charles." Iron Man said back to him "I'm sure if you investigate you'll find plenty of traces of Wolverine here, but he comes and goes as he pleases." Charles said back to him as Iron Man wasn't detrude "You know I'm talking about Adrian Parker, how long as he been here, a few days a week?" Iron Man asked again.

Professor X didn't move from his seat "That's a serious accusation Stark, you and SHIELD have made it abundantly clear how dangerous and volatile an eleven year old boy is?"

"… I can also make it abundantly clear how dangerous and volatile an entire compound of highly trained mutant soldiers are too." Iron Man said back using Iron Mans own words against him. "Are you threatening me Stark?" Xaiver asked standing up against the Iron Man on the other side of the desk.

Elsewhere, at the dinner, Adrians spider sense flared as Wolverine and Kraven broke through the doors of the mens room more animal then men.

 **No**!

Kraven and Wolverine got up blood dripping from there wounds, but Kraven had some ho managed to land a lot more cuts on Wolverine or the mutant with the healing factor didn't even care "That the best you got you lousy excuse for a white Russian?" Wolverine asked him "Plenty my Calgary Beaver, I'd be careful about those wounds." Kraven said twirling the knives as Wolverine looked at his scars seeing they weren't healing a fast as they were.

Holding up the blade Kravens eyes glistened in the metal "Shield gave me Adamantine blades, dipped in a neural toxin mixed with salt, fine tools for a fine hunt." He said as Wolverine licked one of his wounds.

"It tickles bub." Wolverine said before going back at it fighting there way through one of the windows, "Wolverine!" Adrian said rolling up his zip up sleeves to show his web shooters and shot two at Kraven webbing him up "Get out of her lil bub, get back to the mansion." Wolverine ordered as Kraven sliced through the webs "Go now." Wolverine ordered "I can stay, I can help." Adrian said back not moving an inch.

Wolverine grabbed him by the collar "Isn't about that, I don't know how much longer my healing factor can take of whatever he had on those blades." Logan said as he his wounds kept bleeding "Plus look at the trees."

 **Wolverine was right, as soon as I looked at the trees I could see shapes moving in the shadows of the treeline.**

"The second I go down, they're going to come out guns blazing, NOW SWING!" Logan said throwing Adrian right in the direction of the school. Just as he did about a dozen shield agents on dirt bike motorcycles with extra men on some roared over the bushes after Adrian. The drove right past Wolverine and Kraven "Thought they'd never leave." Kraven said as he took out his earpiece "So we can begin." Kraven said holding up the blades walking toward him Wolverine did so to "If by beginning you mean I end you, sure thing bub."

Meanwhile, at the mansion, Charles and Iron Man were still staring each other in the faces "Okay Charles, if you want to play it that way fine we can-" suddenly Iron Mans helmet started to beep "Director Stark, we have the target in pursuit he's heading toward your location." The director of the Thunderbolts said through his own earpiece. Iron Man looked right at Professor Xavier "We're done here." Iron Man said walking toward the window opening it "Matters of state?" Xavier asked him and Iron Man stopped at the window "Charles you better hope I catch that kid." Tony said as he flew out and right at the treetops.

Already in the middle, Spider-man was swinging through the branches as the Shield Agents continued to try and chase after him, they rode their bikes through the trees and dirt trails with dead leaves and branches. "No bullets men, S.P.I.N. tech only." Iron Man said as he flew above the trees at top speed as the men riding the bikes reloaded their guns with the strange blue wrapped ammo packs. "I thought Wolverine was with him?" Iron Man asked as he flew around the forest. Back at the dinner, Wolverine kicked Kraven into the nearest car who spat blood "It's coming." The Director of the Thunderbolts said as they saw Wolverine and Kraven fighting through the cameras as the Thunderbolt agents handed popcorn around "Youtube will love this."

Adrian leaped through the trees shooting webs around them zipping from tree to tree as the bikes chased after him following bullets exploding around him.

 **Now they're shooting, lucky me.**

The bullets tore through the leaves and branches, bouncing off bark too thick to be penetrated by them. Adrian web zipped through the branches and around the trunks as the bike soldiers chased after him. Adrian suddenly noticed a bee hive hanging from a tree and shot a web toward it.

 **Hope this doesn't create a super villain based on bees that one day seeks revenge**

Adrian yanked the hive off the tree it was hanging from and through it right at a bike making the hive explode and the bees going into a frenzy against the soldiers. Another bike got caught in the swarm and flipped over as the bees started to sting them in furious vengeance. The other bikes started to halt before getting caught up in the crash blocking them and letting Adrian get away "Thanks guys, its BEEn swell." He said as he swung away.

 **Puns, I'm losing it.**

The boy swung up to the tip of the treeline to see he wasn't that far from the school and smiled, but that smile shattered when his spider-sense flared and he looked up to see Iron Man "Got you." Iron Man said locking on and flying straight toward him.

He dropped down back into the trees but Iron Man tore right through the branches and top of the tree and saw the kids swinging away "Whats wrong Adrian, I thought you wanted to play with the big boys?" Iron Man asked holding up both arms and raising his laser cannons even the ones in his chest and shoulders when he suddenly lost sight of Adrian who was hiding behind a very thick tree.

 **I should rip that damn suit right off him and-**

He gripped the bark tight almost crushing it in his palm

 **No, that's the symbiote Ruin talking, have to stay calm have to get back to the mansion, Professor you there?**

Almost instantly Adrian heard Professor X's mental voice in his mind 'Always Adrian, I sense you are not far, if you get to the far left side of the Mansion there's a vent in the side of the wall, you should be small enough to fit in."

 **Vent, side of the seawall, go it. Have to move, have to keep moving.**

Adrian climbed around the branches of the trees moving as slowly and as steadily as possible not to shake the leaves or branches Iron Man instantly started to scan the forest. Iron Man landed in the middle of the woods his thrusters kicking up leaves and dust from the dirt floor of the forest. Suddenly his earpiece rang and the voice of Ms. Marvel echoed as she was flying over New York, "Tony, I just got the report I'm on my way, ETA-" "Belay that Carol, this has to end, one way or the other." Tony said as he shut her out.

 **Whats he up too?**

Adrian hovered over the trees, "I don't blame you for what' happens Adrian." Iron Man said as he started to walk, "I know the symbiote feeds on aggression and tries to take over the host, we'll get you help… Jarvis begins scanning body heat signatures." Iron Man whispered the last part to his suits AI that began scanning "I'm tired of this, I'm tired of chasing you and Peter, before all of this you were like family." Iron Man said as Adrian hid behind a tree, while Jarvis whispered in Iron Mans ear "Sir, I've located the boy he's hiding behind an oak tree five meters to your left." Iron Man stopped "I'm not asking you to give up, I'm not asking you to stop being Spider-Boy, hell I'll even give you a license to."

 **What?**

The kid peaked around and saw Iron Mans back was to him, "… Jarvis, lock on and prime cannons." Iron Man whispered as he curled his fingers "It be legal, but it's more then that, you've proven yourself, Adrian, if you just stop this." Iron Man said to him.

"And if I do?" Adrian asked from the shadows, "Will people still have to register if they have powers, do I have to invade a country because some politician wants there oil companies stocks to increase?" Adrian asked as he moved around the trees as the moonlight shined through the clouds. "Target moving." Jarvis said to Iron Man who kept his eyes on his scanners but didn't move making Adrian think he wasn't looking for him "You'll answer to me, and to me alone, despite what people think Shield is, it won't be like it was under me." Iron Man said.

"But first we need to get you help." Iron Man said as he raised his metal arm "I've already spoken with Reed, Horizon Labs, the best xenobiologists in Shield we'll remove the Symbiote and then you'll start seeing things much…" his palm cannon started to power up "Much clearer, what do you say?"

….

Adrian slouched to the bottom of the tree 'Adrian what are you doing?' Professor X asked him mentally in his office.

 **What if he's right, what if I just need to cut this thing out**

Professor X gave no response as Iron Man charged is canon "Adrian… this is your last chance." Iron Man said as Adrian looked at both hands curing them into fists as his eyes went red. 'Adrian you need to get out of there now!' Professor X mentally snapped at him.

"Tony…" Adrian said getting up, Iron Man held back the trigger softly "Come out quietly." Iron Man said as the boy got up slowly behind the tree digging his nails into it his eyes blood vessels starting to leak into his eyes "Your offer, I'm going to take it." Adrian said.

Iron Man kept his cannon trained on him, "I'm going to take it… AND IM GOING TO SHOVE IT DOWN YOUR THROAT!" He yelled ripping the tree out of the ground and throwing the roots end right at Iron Man.

"Jarvis full power now!" Iron Man barked as he blasted the tree to wood chips right before Adrian flipped over the blast "How stupid do you think I am Adrian!" Iron Man yelled, "You think you can pull my punches cause you're a kid?" Iron Man snapped as his scanners saw Adrian was behind him holding a very large boulder and smashing it right onto Iron Mans helmet "GRA!" Iron Man yelled as his helmet cracked under the shattering rocks making his scanners go offline. Adrian then web zipped up into, the trees brushing up against the leaves.

"Jarvis give me a scan." He ordered under his helmet as everything he saw was statically blurred "Apologies sir, the breach has disabled a majority of my abilities I will attempt to reconfigure them." The AI replied to the avenger. Iron Mans helmet kept scanning the darkened forest.

"Adrian listen to me, its over, Caps gone, I didn't want it this way, and I don't want it with you either but you're forcing my hand." Iron Man said as Adrian stuck to the wall above him "Think of your family, Aunt May was shot your dad is god knows where and so is Mary Jane." Adrian grabbed the top of the branches moving through the trees as silent as a sloth.

"I know you're in here because I've scanned hours of your combat data there nothing you won't do I won't know." Iron Man said as he held his cannons u. The arachnakid slid around on his web in silence, "So come on, you want to be a superhero like Captain America, then come on." Iron Man said holding his arms out wide letting Adrian have a free shot. Adrian had climbed to the upper branches before opening his mouth "You know I've had a lot of time to think Mr. Stark."

Iron Man looked around trying to identify the source of his voice "… About what?" He asked the boy.

Adrian crawled through the shadows as his voice echoed around the room "Lots of things, my dad, myself, the world... you." Iron Man walked into another room as Adrian crawled into it before him his voice echoing from it. "When I wasn't sure I did some research, read a lot of books here in their library and you know what, I found out I like poetry and there was one poem...one that reminded me perfectly of you," Adrian said behind a large piece of machinery before slipping away again.

"All... hail... the conquering... hero, On'e Perseant. The one who oppresses us all, Lording over our minds with honeyed words and sweet nothings." Adrian said crawling up the wall "All hail the conquering hero. Those who speak the truth against him are delusional fools." He added as Iron Man stopped in his tracks "I see what you're trying to do Adrian, it won't work I stand by my actions." Iron Man said behind his helmet as the boy continued.

 **I have to be quick he's not fast, but he can hit hard.**

"His words and servants exploit the loopholes in our minds, to make himself greater than those he is actually equal to" Adrian said crawling onto the ceiling "All hail the conquering hero." He growled

 **He's alone, no Ms. Marvel, Yellowjacket, clone of Thor, he thinks I'll listen to reason or he can beat me.**

"Who inspires inaction in our hearts, who spreads the plague of ignorant stupidity to all he can." Adrian's said moving like a predator stalking his prey from above.

 **I have to do this he needs to pay for what he's done.**

"To keep them from realizing his tyrannical rule and condemn those who see the truth." Iron man's headlights scanned the lab for Adrian "All hail the conquering hero" he added his voice bouncing off the walls

 **To the Avengers, the country, my friends, my family, and to me.**

"To him, the masses are not but fools, we to him are sheep to herd, livestock to slaughter." Adrian was breathing hard but quietly his voice was steady with each movement he made "This isn't going to changes anything Adrian, if you'd actually stop and listen to me you'd see that" Iron Man begged.

 **I can't let him get away with it.**

"All praise the conquering hero whose mortal wealth exceeds the whole of man's combined, All praise our oppressor who fooled us into thinking he's our hero," Adrian said from the darkness.

 **He betrayed everything we fought for, everything Captain America fought.**

"All praise our shepherd who controls our minds, all praise our new age for it is our hell and it is the devils of greed we praise."

Iron Man was just below Spider-Boy, "Are you finished." Iron Man said below him "Cause I've had enough of you trying to guilt trip me, I've gotten enough from the press, from any one of us too stubborn to realize that registration is what's best for the country and from Peter, and I won't take it from a spoiled little brat, it's time to wake up Adrian time to grow up."

"You should try looking up." Iron Mans head snapped upwards to see a Spider-Boy grab two sides of the ceiling tearing them off and smashing them right onto Iron Man. He didn't stay down for long, stark rocketed upwards tackling him up through the branches. Adrian slipped out of Iron Mans grasp and wrapped his arms around Iron Mans kneck pulling him off his flight pattern.

They smashed back into the ground where Adrian flipped off shooting a web around a tree and swinging back around, Iron Man saw him coming half his helmet smashed off. But Jarvis was back on "Sir, the target has used this straight on attack often, suggest throwing a fake punch, the target will flip over your arm and attack flank, suggest counter move by propelling upward." Iron Man heard him and did as Jarvis said throwing a fist right at the boy. Adrian saw him coming and shoved his hand out onto Iron Mans arm flipping over his arm. Iron Man ignited his rockets and flew up grabbing Adrian and tackling him through the branches of the trees.

Adrian dug his hands into Iron Mans arms trying to pry them open, "Jarvis

Prime SPIN tech." he ordered, "Yes sir."

Iron Man primed a small dart holding the nanobot and shot it in the neck of the enraged Adrian.

 **AAHH What the hell!**

Adrian held onto Iron Man right "Activate." Iron Man ordered Jarvis and instantly the spider boys entire body was shocked making him yell before clenching his teeth "Feel that Adrian?" Iron Man asked as the shocking stopped and he started to feel weak.

Whats happening, his arms just became like Adamantium.

"That's' Super Power Inhibiting Nanobot Technology, we use it to depower heroes and villains alike who don't comply with the SHRA." Iron Man said as he grabbed Adrian's arms pulling him off. Adrian kicked and swung his legs into Iron man's metal suit and all he heard was a loud

CRACK

"GYAAAA!" Adrian screamed as his leg shattered against Iron Mans leg "It's no use Adrian, the nanobot is in your DNA now negating your powers, means your wall crawling, super strength and all that fiber in your bones." Iron Man said as he started to squeeze, Adrian felt his bones breaking arms first "AAAAAAHHH!"

Yep defiantly bones breaking!

Adrian gritted his teeth biting his lip, his whole face red from the pain "You'll pass out soon from this, you brought this on yourself."

 **He's right I… I-I... Can't…**

Adrian's body went limp his bones almost crushed as he fell against Iron Mans chest, "I'm…I'm…" Adrian growled holding in the pain spitting up blood "You'll what?" Iron Man asked as Adrian raised is head the blood around his mouth turning black and stretching across his body, all wounds opened started to seep the black liquid of the symbiote and his eyes going red like his original mask but the black suit covered his whole body with the red spider appearing on his back and chest like the original venom with red squares on the back of his hands **" I'm going to kill you!"**

The voice of the symbiote growled Iron Man felt his arms pried open, "I thought that might draw you out you alien son of a bitch?" Iron Man said looking at it right in the eye. This one was different from the first time it came out, not as monstrous or feral, the symbiotes form still moved and bulked over the body. " **I didn't even know my mother."** It said he brought up both legs and kicked Iron Man right off him back to the ground. He shot his fist up and blasted a web-like tentacle. It wrapped Iron Mans chest and the Symbiote covered Spider-Boy pulled it toward him, Iron Man blasted his chest cannon incinerating the webs but Spider-Boy managed to dodge as he grabbed onto Iron Man and started to slash claws across the Iron suit making scars and sparks.

"Jarvis activate sound cannon." Iron Man said as the Symbiote started to coil around Iron Man suit, as its chest opened around the chest cannon and activated.

BWOOOM-BWOOM-BWOOOM-BWOOM-BWOOOM-BWOOM-BWOOOM-BWOOM!

 **MY EARS**

The symbiote roared in agony and so did Adrian before driving both its clawed hands it ripped out the sound cannons one after the other **" That the best you can do?"** it asked him, "Not by a long shot." Iron Man said grabbing the Symbiote by the neck and ripping it off him and throwing it to the ground. Iron Man flew down landing on him "You all think I'm just a guy in a suit with a bunch of toys?"

The Symbiote covered Spider Boy clawed and thrashed as Iron Man held him down and smashed a rocket fist into him then holding down its palm charging his hand cannon "You think I got to where I am because I was a rich kid, well I don't have to prove a damn thing to any of you?" Tony said as he blasted into the symbiote burning away the alien flesh around the boy "Cause guess what freedom fighter?" Iron Man said as the Symbiote was being burned "All those so-called files that you and Fury took weren't for the prison."

 **What, no its a lie, how does he know?**

"Fury used you because of how gullible you are." Iron Man said as the Symbitoe receded into him leaving Adrian panting hard burned and bruised under Iron Mans grip "The same amount of gullible that Steve had that got him killed, thinking you could beat me." Iron Man added as the SPIN tech nanobot burrowed deeper into Adrian "That spin tech feel good?" Iron Man asked as Adrians body started to go limp "It's got three sets of files on whose powers to negate Peters, Venoms, and Carnages…" Iron Man let go and held up his armored wrist to put his finger on a button "Enjoy." Iron Man pressed the button and a electroshock rushed through Adrians body. Even though he had survived other shocks like this never without the symbiote or his powers before he slipped into unconsciousness.

LATER THAT EVENING

STARK TOWERS

The New Avengers were all standing around in Stark Towers upper levels for the Avengers. "Where did Tony say he was going?" Wonder Man asked Ms. Marvel as the two of them stood next to one of the large thick windows "Tony said it was something important, he'll tell us when he get back if he needs to." Marvel said back to him as Sentry stood apart from them gazing out the window, Black Widow was standing by the elevator when it suddenly dinged and a Shield medical team came out "What are you doing here, we didn't order for a medical team?" she asked "Director Stark ordered us in Agent Romanov." A cape killer Captain with four guards said walking in speaking directly to one of the most dangerous women on the planet.

"Tony's here." Sentry said as they saw him fly toward the tower and land on the balcony outside and under his arm was Adrian battered, broken and beaten. The Heroes all looked at them with different and similar looks. Sentry barely turned his head, Aries, and Black Widow just cocked a brow. Ms. Marvel gapped at first like Wonder Man but she shut her mouth. "Can we finally move on to something else." Stark said as he carried the boy to the medical team that had a bed with iron clamps on it already set "Get him to the medical wing." Iron Man ordered the Cape Killer Captain who saluted "And Captain." Iron Man said handing him the codes to the SPIN tech nanobot in Adrians body "If that symbiote even thinks of coming out, fry it." The Captain took the codes and nodded "Yes sir."

As they took the boy away Iron Man removed the cracked part of his helmet and walked over to the bar and took out a bottle "Jarvis send a message to the press that Adrian Parker has been captured." Iron Man said pouring himself a drink "Alright, we have him you know that means Peter will come after us, maybe the others too." Ms. Marvel said to him.

"Good, we'll set a trap." Tony said sipping the drink "We should bring more people in on this one, no more of this one on one stuff." Black Widow said giving her strategic advice "Do it, they won't come at us for some time, they'll have to plan and prepare and so will we." Tony said looking back at them.

Everyone started to file out of the room by door or by window, all except Carol who walked up to him "So what do we do with him now?" she asked.

"We figure out how to get the Symbiote out, contact SWORD and look up all of Fury's old files on Carnage, Venom and Peter." Tony said as he didn't look around "Thats an order Captain." Fury said giving her the cold iron shoulder, Carol didn't look hurt but she was a bit taken back before she left seeing he wanted to be left alone. Later that night as the sun started to set Iron Man had finished the bottle "Sir?" Jarvis asked over the buildings intercom "Whatever it is it can wait?" Iron Man asked him "No Sir, I am only informing you about the unregistered Quinjet, whose trajectory is aimed directly at your current position in the tower sir." Iron Man shot up and looked back the Quinjet just as it touched the glass, It smashed through the glass and metal right into Tony exploding in firey flames and ripping apart the interior of the Avengers Tower, Iron Man pushed of a jets bow as the cockpit had opened and standing on top of it was Spider-Man. He looked right down at Iron Man under his black suit and said "I warned you."


	9. Childe Adrian to the Stark tower came

NIGANDA BORDER REGIONS, AFRICA

The lion wrestled the Adrian to the ground as it pounced on him as he held the beasts massive teach back trying to rip out his throat, the burning wreckage of the jet was everywhere as the pride of hungry lions surrounded him ready to have a spider snack. The hot sun was beating down his neck as sweat stuck to his skin keeping his torn clothes stuck to his body.

 **If your wondering how we got here, the answer might surprise you.**

THREE HOURS AGO OUTSIDE STARK TOWERS

"We are here live outside of Stark Towers where a we believe some sort of plane launched itself into the top of the building." a reporter with blonde hair in a grayish purplish suit. She had a cameraman recording her as she and about a dozen other reporters were outside Star Towers at a safe distance as up above the tower burned up above from Spider-Man's kamikaze attack which had made such damage. It was starting to get blocked off by NYPD and firefighters, even Shield Agents as the building was owned and operated by their Director. Suddenly the tower made a loud clap of sound before shaking the ground below. "Is it down, is it coming down!" The reporter asked looking up and feeling the building shake again, and again and again.

But the building was still standing while inside Spider-Man smashed Iron Man through another floor and down through some more until they started to fall down through the hollow interior of the first hundred floors falling past the windows, Spider-Man shooting webs at Iron Man to pull him close and zip toward him to smash his fist into his gut or bounce of a wall like a pinball screaming and yelling with every strike, blow, and kick into Iron Man.

Tony blasted out of the way and pressed a button on his suit "Jarvis, eject and refit." Iron Man said as his suit opened up and he jumped out before out of the lower levels of his building shot a second model of his Exterminus Armor that Adrian had messed up. It opened up and wrapped around his body as he fell into it with Spider-Man heading right for him.

Flying through the walls at top speed were Ms. Marvel and Sentry ripping through the metal and concrete of the building "What the hell hit us?" Carol asked as they saw Spider-Man smash Iron Man through one of the walkways of Stark Towers "Spider-Man?" Sentry gasped when suddenly there was a red flash of cloak and Sentry vanished and Carol came face to face with Dr. Strange "Carol, good morning, don't worry about Reynolds I just sent him away." Strange said his crimson cloak flowing behind him "Strange, where'd you send him?" Ms. Marvel asked shooting a hot laser blast out of her hand which he caught with a magical shield "Pluto." he said as he flicked his wrist and caused a bright flash that blinded Carol.

In another part of the tower Black Widow loaded a pistol as she starred right down the edge of a sword held by Clint Barton dressed as Ronin "Nat." he said seeing her "Clint, what the hell are you wearing?" she asked seeing him dressed like a ninja samurai.

Elsewhere, thrown out of the building and all the way onto the street was Ares who groaned "All this for a stupid brat?" the god of war asked "No." someone over him said as Ares looked up to see Iron Fist and Luke Cage "This is cause Stark made it personnel."

Ares swung his axe up at Cage who caught it with his bare hands and Iron Fist summoned his iron fist to smash into Ares Jaw before Cage grabbed the god arm and through him over his shoulder like a rag doll "Like I care." Ares snapped throwing cars off him as Iron Fist and Luke Cage attacked him "As long as I get to fight like this everyday, I DON'T CARE!" Ares said ripping off his helmet off and and rushed into the gods namesake.

Up in the tower Iron Man and Spider-Man were tearing apart Stark Towers interior and up above Carol kept doding spells made by Strange "What's your game Strange, you didn't care about the Civil War why come back now?" Ms. Marvel asked as she flew around using her pilot skills to evade and dog fight with Strange who had his legs crossed flying around the building.

"I fasted for months Carol on what I should do during the war, I could have ended the conflict with a flick of my wrist but then I would be playing god." Strange said as he held his hands out and shot a lighting bolt at her "And you don't want me being god." he said when Iron Man flew out of his own building.

Spider-Man on his back rippin and and tearing at the armor on his back messing up his flight path. Spider-Man shot a web right into Iron Man's head and pulled him back steering him like a boat back into the building through the same offices Ronin and Black Widow were fighting.

Widow flipped off desks shooting at Ronin, but the ninja dodged her bullets using kuni knives and shurikens to disarm her.

"Bastard." she said as her pistol barrels were blocked, Ronin tossed away his sword so it was even odds "Thought Parker was the one with the bastard?" Ronin asked giving his famous Hawkeye wit.

"I'm actually surprised?" Widow said as she attacked him with kung fu kicks and assassin fueled punches, Hawkeye dodged and evaded with his arms held in a defensive mix of street fighting and martial arts "Cage has a daughter so of course he'll help out Parker, Iron Fist will do anything Cage says, Strange's most likely is bored, why do you care?" Black Widow said as she blocked one of his punches and swung her legs up to his head and slammed him into the ground and started to pull

Ronin grabbed onto his hand attached to the arm she was trying to break and pulled her over spinning his whole body to slam her onto the floor "I owe him." Ronin said wrestling free "We all do."

Up above Strange clapped his hands in the clouds making two of them around Carol lift up into the shapes of hands one hot one cold making a storm around her before shutting both hands on her with loud explosion. "Every time we needed him, every time he had to pull his weight he did with those webshooters and more." Barton said under his mask.

Luke Cage and Iron Fists attempted to grapple with Ares down below "He uses those webs, his head and own two hands and still he probably saved our asses how many times?" Barton said as Strange stopped his spell and let Ms. Marvels electrocuted unconscious body fall to the earth. He cast a quick spell and made a mattress appear out of nowhere underneath her that floated down to a building.

Strange gave a sigh of relief actually sweating even though he was the Sorcerer Supreme, Strange looked back at Stark Towers and disappeared into it, while Ronin and Black Widow kept fighting "We didn't come here for Caps resistance, or that we don't like Stark or any other of this political bull." Clint said as down in the very bottom floor of Stark Towers Iron Man got up after half his armor had been torn off and Spider-Man landed down cracking the marble tiles as Clint finished "We came for him." People ran outside the Tower as police and fire fighters surrounded it while the fires up above burned weakening the integrity of the building.

"You wanted my support." Spider-Man said as Tony got up his armor cracked and sparking but still barely intact "You wanted my secret identity." Peter said tearing off his mask, "You tried to arrest my wife!" he yelled tossing it away Tony got up and faced him and started to walk toward him "But most of all you messed with my kid, so this is going to hurt." Peter said smashing his fist into a palm cracking his knuckles and smiled "And I'm going to enjoy it."

Tony curled his iron covered fingers into his own fists "I know I am." he said as he rocketed toward Peter who pressed his feet into the marble floors and shooting off it his fist smashing right into Iron Man's face as Iron Man smashed into Peter's jaw.

Iron Man's other armored arm used the last bit of his arms power to throw a rocket arm into Peter's gut the sounds of organs bleeding and ribs breaking "Is that all you got?" Tony asked Peter coughed up some blood as Iron Man drew his fist away.

Peter shot up like a spring and uppercut punched Tony off his feet and across the room, Iron Man crashed into the broken glass and metal on the floor before he sat up "Jarvis, stat-" "Oh no Stark we aren't done." Peter said running up and kicking Tony across the face "I warned you didn't I?" Peter asked grabbing Tony by his armor and throwing him into the nearest wall that had an Avengers mural painted on it.

 _This ends._

The wall crawler shot a web next to Iron Mans head pullig himself toward Tony and punching him into the wall "I WARNED YOU!" Peter unleashed a barrage of punches and blows into Tony. His blows were coming in rapid succession as Iron Mans suit "Jarvis track his fighting style and analyze his attack pattern." Tony said under his helmet as Peter kept wailing on him with left and rights even spinning around to kick him. "Scanning." Jarvis said as Peter grabbed Iron Man by the chest and through him into a pillar before shooting his webs out and pulling himself toward Iron Man and started to pound on him again "Reconfiguring."

Iron Man held up both arms like a boxer trying to have some cover put Peter split both his arms open and smashed his bare forehead into him "Targets attack pattern is too eratic to configure a pattern."

"That's cause I'm not attacking him Jarvis- I'M KILLING HIM!" Peter roared ripping off Iron Man's chest piece and punching him right in the chest making Tony's heart spark from the punch sending him flying into a wall and through two more." All around them people were running out of the building in droves.

Up above in the secret Shield levels of the Tower, the Cape Killers were loading Adrian into an narrow hallway out of the elevator "Shouldn't you guys go help Iron Man?" one of the medics asked "Prisoner is top priority" the Cape Killer Captain said when suddenly Doctor Strange appeared out of nowhere.

"Open fi-" "Sleep." Strange said making all the medics and Shield Agents go limp and clatter to the ground.

Strange walked up to the bed Adrian was in he was strapped up to medical bags and strapped down with metal reinforced clamps.

He put a his hand to his head as he placed one over Adrian and started to cast a spell 'Peter, I found Adrian time to withdraw, I'll teleport him back to the Sanctum but we'll probably have to vacate after we do.' Strange said as his hand lit a circle around the boys body surrounding him with magic. Down below Peter pushed over a large piece of rubble heading toward Stark.

 _Then go I'll catch up, I won't let Tony hurt my family anymore._

Strange halted his spellcasting 'Peter... you don't need to do this, it's over he's beaten.' Doctor Strange said through telepathy back to Peter who picked up an unconscious Tony.

 _I know, but I want to._

The wall crawler kicked Iron Man across the floor before grabbing him by the back of his armor and tossing him into one of his own walls.

 _I want him to suffer._

Iron Man fell down at the foot of it and started to try and get up despite the wounds. Spider-Man kicked off the rubble covered floor and drove his fist right into Iron Man's chest the last bits of armor barely protecting him as Tony vomited out a mix of stomach fluids and his own blood.

 _I want him to know that there's a consequence when you mess with my family._

Peter stood up holding Tony with one hand his spider strength making Tony's limp body and scrapped armor like paper as neither of them noticed the flash of gold in the sky growing brighter. Tony came too as Peter drew back his fist for the final blow "You never knew… did you?" Tony asked weakly all while Stranges spell started to glow brighter around Adrian as it prepared to transport him out of the tower "Adrian never told you did he…" Tony said barely conscious.

Stranges spell turned green as it wrapped around Adrian, but he stalled to talk to the boys father 'Peter you have every right to do protect your family, but not like this don't let Adrian wake up to see blood on your hands' he said back to him as the golden flash flew right into New York as tony said "You didn't know about his brother."

"... what?" Peter gasped when his spider sense suddenly burned.

"STRANGE!" Just then the Sentry came roaring right through Stark Towers grabbing Stark crippling the upper foundations.

 _Adrian!_

Peter dropped Tony and instantly shot a web up the building and started to swing up through it as the walls and windows crumbled. Iron Man looked up as his building was about to crush him "Tony!" Ms. Marvel smashed her way through a falling piece of rubble and grabbed him. Up above Ronin leapt out of the building with Black Widow behind him "I guess Sentry is back." he said as Natasha said "Мудак."

"That the best you got you pansies?" Aries asked Luke Cage and Iron Fist who were both panting both of them looked up to see Sentry's tower heading right for Aries "You may want to move." Cage said to him "Like i'm going to fall for tha-"

CRASH

"Time to go." Cage said to Iron Fist "You think?" he asked.

Meanwhile at the top of the crumbling tower, Sentry was smashing golden powered fists into a magical shield "PLUTO, YOU SENT ME TO F #$ING PLUTO!" Sentry barked his eyes burning with golden light "I'm going to strangle you with that stupid cloak!" Sentry roared.

'Peter, Sentry has gone into another episode, I'm losing Adrian in the spell' Strange said to Peter through magical telepathy. The wallcrawler had completely forgotten his rage against Tony and parental instincts kicked in.

 _Hold him off a little longer Doc, I'm almost there, please just hold on!_

Spider-Man was maneuvering his way through the rubble like it wasn't even there, he web zipped up through falling beams and foot thick glass. Sentry was burning with golden light as he was in a rage against the Sorcerer Supreme. Strange had one hand on the shield the other trying to keep Adrian in the same spot as the walls and floors around him crumbled. Strange saw the Shield Agents and workers about to die. With a swish of his pinky he teleported them outside but that sinkle flick of the finger took a small bit of magic away from the spells around Adrian and something, something through. The light around Adrian started to flicker and shift the spell changing.

"What-" Strange said as Spider-Man reached the floor as it was falling out beneath them "Peter! Something's got him I can't hold onto him something is trying to take Adrian." Strange called out to Spider-Man as the spell went from a pure greenish light to dark red like purple.

 _No! No, no, no, not again, I won't loose him again!_

Spider-Man swung toward his son as the new power engulfed him as the chaotic battle between Strange and The Sentry continued just as the boy opened his eyes to hear his dad scream his name "ADRIAN!"

…..

…..

…..

…..

…

Adrian eyes shot open to see a bright blue sky above him, he could hear tall grasses brushing against one another in a soft echo, some kind of bird cawing somewhere up above. The boy got up slowly he still had his shirt and shorts from Xavier Institute. He sat up and saw nothing but tall savanna grass rippling like waves on the ocean.

He reached up around his neck and felt a small bump on his neck, the small SPIN tech nanobot was buried deep into his neck.

Suddenly he heard a twig snap and looked over his shoulder but saw only the faded yellow brownish blades of grass. His eyes scanned the horizon until he saw the grass move again but this time he noticed a pair of orange golden pools looking back at him, hungry ones.

Adrian got up slowly seeing a full grown male african lion staring him down its jaws locked eyes wide and barely moving through the grass.

Adrian looked over to see a tall acacia tree not that far from him.

 **This about brings us up to speed, cause I only got about halfway to the tree before the Lion got me.**

PRESENT

Adrian, felt the beasts claws drag across his skingrabbed the nearest rock he could find and smashed it into the Lions head with a loud

CLUNK

The boy felt the lions claws drag across his back, the boy thrashed around under the lion as it took one bite into his shirt collar ripping it, without hesitation Adrian grabbed the nearest stone and smashed it right into the lions left eye making it roar in shock and get off of him. He rolled out and ran toward the tree his legs burning along with his back felt like a knife had been pressed into his lungs.

 **I didn't even sense the lion!**

He made it out of the tall grass to the tree and leapt up expecting to be propelled to the branches but just caught the trunk, and his hands didn't even stick.

 **My wall crawling, my strength!**

Adrian heard the lion let out a roar as it chased him down as he started to climb the trunk, and branches quickly before the big cat could chase him up.

 **Gone.**

The lion started to climb up the tree after him, "Nice big murder cat…. Nice big murder cat." Adrian said as he the higher he went the skinner the branches became. The lion swiped up at him with its long claws but he was just out of range before it climbed up the same branches he was.

 **I'm dead.**

He climbed up the the highest branch he could go before they were just twigs with leaves, the Lion was almost within reaching distance. But the second the lion pressed its paw onto the branch and-

SNAP

The branch gave out under the lion body making it fall down on the larger lower branches hard before rolling off onto the ground and making a loud moaning pain, it staggered up onto just three paws before limping off. Adrian was panting, panting harder then he had ever in his life.

 **So this is what it's like to be normal.**

Adrian watched the lion limp off back into the savanna, in no condition to continue hunting let alone climbing a tree for a piece of meat. He waited to the lion was gone and reached up around his neck to where he felt the bump from the spin tech in his body like a mosquito bite. Adrian looked at his arms covered in purple welts like the rest of him his bruises starting to show.

He sat there on the branch and looked over to see another spider staring back at him, it had orange and light blue fur around its tiny head no bigger the the palm of his hand with long hairy skinny legs. "Hey there, mind if we share?" he asked knocking on the tree speaking to the other spider whose mandibles clicked a few times as it looked at him.

"Only if I can have the top branch." the spider said to him making the boys eyes get as wide as the arachnids eight.

 **Well…. that's new.**


	10. Depowered

SOMEWHERE IN AFRICA

Adrian was walking through the tall grasses his shirt wrapped around his head as the hot sun sizzled overhead "Why do you have that thing on your head.", the strange blue and orange spider was on his shoulder "Look i've watched a lot of movies, every time people are walking in the sun they wrap their shirt around their head to catch sweat and not die from heat exhaust." Adrian said to the Spider, "Drink some water, and whats a movie." The spider told him.

 **So lets recap, I fought Iron Man at the X-Mansion, next thing I know I wake up in Africa, and now I'm talking to a spider…**

"Well if you see a water fountain tell me." Adrian grumbled.

 **An annoying spider.**

"I don't know about any fountains here, but there's a watering hole not far?" the Spider said "How far exactly?" Adrian asked "I don't know, what do I look like a cheetah?" the Spider asked the boy.

He let out a groan and continued walking, "Okay we're done." Adrian said taking the Spider off his shoulder "Hey what are you doing?" he asked.

"Look no offense, I like the company, but I'm pretty sure I'm either suffering from dehydration and overheating so you're probably a hallucination." Adrian said as he put the spider down on a large rock and squatted down to be face to eight eyed arachnid. "Wouldn't it be better to get water, then ask if I'm hallucination?" the spider asked him. Adrian took of his shirt from his head "Cause I don't even know how I got here?" Adrian said to back down to him "Neither do I, but your the biggest spider I've ever seen." the small spider asked "What?"

"Your a spider aren't you?" it asked him, "What, no- well sort of, it's complicated." the Spider clicked its fangs together for a second "So… your not a spider, but sort of and how complicated is it?" he asked Adrian slapped his forehead, "Just point me to the watering hole, or at least a road?" he asked.

The Spider cocked its tiny head "Road, why do you want to go to a road they just lead to humans." the spider said.

Adrians ears pricked up, "Do you know where I could find other humans?" he asked "Why?" the spider asked him "They just squash us… sometimes eat us?" Adrian rolled his eyes, "I think we'll be okay." he said as he started to walk.

"Wait up!" the spider said scarring after him before hopping on his back and up to his shoulder.

 **I'll squash him if he won't shut up.**

USA

CNN

"New York City was rocked to its core today as what some government officials are calling a terrorist attack by unregistered super heroes on Stark Tower, previously before the attack Director of Shield Tony Stark released as statement Adrian Parker, the 11 year old boy known as Spider-Boy had been captured." A man with white hair wearing a black suit with a blue tie and glasses was speaking directly into the camera.

A box of a Stark Tower in ruins was piled high as other buildings "Thankfully no one was killed but over 21 wounded, including some rumors about Tony Stark."

The image changed to show a street team interviewing people "I saw the whole thing, it was Spider-Man he flew a jet right into the building full Kamikaze!? One New Yorker said.

It changed to show another "I got the hell out of there, but I'm pretty sure I saw Spider-Man kicking Iron-Mans *BEEP*" a Stark Industries Employee said.

FOX NEWS

"So you don't consider this a terrorist attack?" a blonde woman with a red suit and skirt with thick makeup, she was speaking across to Assistant Director Marie Hill "No, not categorically, terrorism is defined as a person or group seeking political change through violence." Hill said to her, they were in a newsroom with table lit up by red, white and blue neon "Knocking down buildings seem like a good way to spread terror?" the interviewer asked her.

Hill had her white gloved hands clasped as she spoke "Look this isn't the first time Stark Towers had gone down, hell how many times as the Shield Hellicarrier been crashed." she pointed out.

"Are you saying Shield as an incompetent streak?" the interviewer asked HIll.

"We both know thats not what I'm saying, if anything this is a reminder of how dangerous unregistered superheroes can be." Hill added.

The Fox News interviewer continued "And what about Tony Stark, rumors say that he's been hospitalized?" she asked.

"Director Stark is currently indisposed with rebuilding Stark Towers, among other duties his position demands." Hill replied "That wasn't a no Agent Hill?"

MSNBC

"I'm here with Miriam Sharpe, who was one of the many Americans who lost their loved ones in Stamford almost more than a year ago" A dark skinned man with a dark grey suit and blue tie who was sitting in a chair across of a middle aged woman with brown hair, fair skin and a purplish red suit "Mrs. Sharpe, we know your lost your son Damian in Stamford, the reason we asked you on his because we wanted to know what your thoughts on recent attack at Stark Towers?" he asked her.

The two of them were in a darkened room with only light shining down on them "Many people are supporting Peter Parker for his actions as a father trying to save his son, do you agree?" he asked, Miriam took a second before she spoke "No I don't, I once thought that, but not anymore." she said back to her interviewer.

"Could you please elaborate?" he asked her.

"Gladly, when Peter Parker did the right thing by registering with the government he also made a promise to protect his family and we can see he hasn't done that." she said firmly "From what we've learned, Peter Parker didn't even know he had a son until a few years ago, and its clear he has no idea how to raise one." she said looking right at the camera "He's unfit to be even considered to be called a parent." she added.

The interviewer looked down at his notes "He can't control his son, even from himself, and I swear when he and every other super powered criminal running free are caught, I'll make sure he never sees his son again."

DAILY BUGLE

Jonah J. Jameson was standing in his editors office looking out at New York City over at Stark Towers which was still a smoking pile of ruins, he had his sleeves rolled up his tie loose, and vest undone, the shades were drawn but barely open letting in a little bit of light. A whiskey bottle had been opened and a drink poured held in the editors hands.

He lifted up and down the Whiskey before making a soft gag noise at the burn as it went down. The door to his office then opened with the assistant editor Robbie Robertson, "Jonah, so which story do we run, I just got a call from Shield asking?" Robertson asked him walking in and closing the door.

Jameson turned around and looked at his desk at two headlines, one read SPIDER-MENACE ATTACKS STARK TOWERS and one beside it SUPERHERO CIVIL WAR STILL ON. Jameson poured another drink "Second one." he said putting the drink down on the one that still claimed the Civil War was going on.

"Shield won't like that." Robbie said "To hell with Shield, they don't own the press yet." Jameson said sitting down in his desk drinking again "I just never figured Peter had anything like that in him?" Robbie said walking over to the window to see Stark Towers rubble in the distance "Stark should have known what he was getting into, touch another man's boy you best be prepared for war, only question is… where's the boy now?" Jonah said looking out of the window.

Elsewhere in the city, at the Sanctum Sanctorum of Doctor Stephen Strange, the Avengers in hiding were licking their wounds. "I'm going to be sore for a week." Luke Cage said laying down with entire Ice Bags on his chest and arms. "Iron Fist is Iron Tired." Dany said next to him as they watched TV.

"How's Pete?" Danny asked him, "He's with the Doctor."

Up in the sanctum inside Doctor Strange's private quarters, Peter was wearing his black suit holding his mask in a clenched fist, "What do you mean you don't know what happened?" Peter asked Dr. Strange who was holding up his hands summoning many spells showing a astral image of the earth being moved around and small portals showing Dr. Strange and Adrian various places around the world and beyond. "My spell was tampered with, someone or something intervened." Strange said swishing his hands around making the magic disappear.

"If you give me time, I should be able to come up with a spell to locate him." Strange offered as he walked over to his book "You and Adrian's spider powers are far more than just a simple mutation, and since Adrian was born with his, he will have a much stronger… Peter?" Dr. Strange asked looking over at the young father who had been silent almost the whole time as the Doctor opened a book to check spells and incantations.

"Is it true?" Adrian asked Doctor Strange "I know you can show me if it is." Peter said looking up at him. His face was pale, his five o'clock shadow was starting to grow into thick stubble showing he hadn't shaved in days. "I can do many things Peter, but-" "Strange…" Peter said bowing his head "Please… I have to know."

Strange closed the book and sighed, he put the book up and started to summon a spell showing a younger image of Adrian and his brother Jonas "He never told me…" Peter said looking at Jonas's blonde hair he reached forward to touch the apparition but it vanished as soon as his finger brushed through the ghosts cheek. Peter dropped to his knees as Doctor Strange reached out to touch his shoulder "I'm sorry Peter… I'm so sorry, you could never have known."

"It's true… I am a terrible father." Peter said squeezing his mask so tight the lenses in his mask cracked "We'll find Adrian Peter, I promise."

"How… I couldn't even save one of them, how can I expect to save him now." Peter said covering his eyes as he wept.

BACK WITH ADRIAN

"See i told you I knew where the road was." the Spider said into Adrians ear as they walked out o the tall grass onto a dirt roadway, "I never said you didn't I told you to shut up after we passed the pond." Adrian said looking left and right which way to go "So which way to the town?" he asked.

The Spider grew silent before looking at him, "I don't know, I just know roads lead to towns, I'm a spider not map." Adrian felt a vein pop as he looked down at the arachnid, ready to squash him when his stomach let out a loud growl.

 **Too hungry to squash him**

He sighed as he started to walk up the side of the road "Okay, so let's say I'm not going crazy." Adrian said.

"What do I call you?" he asked.

"What do you mean?" the spider asked him "I mean what's your name, I have a dog named Fang but he can't talk… at least I don't think he can." Adrian said as the Spider scratched his head. "Well I don't talk to many spiders, we are not a very conversational species, I mean most of the time I hear flies screaming 'Aaaaah please don't eat me' then I eat them." the Spider said.

 **Kill me… please… just shut him up.**

The boy grumbled "Name, now." Adrian ordered "Well sorry my parents never gave me name." the spider said sarcastically making Adrian confused "My father already dead, and my mother had already eaten half my siblings, hence why my father was dead… she was beautiful woman." the spider said as it rambled on and on.

 **Oh for Thors sake**

"Your name is Bob." Adrian said suddenly "Bob?" the spider now known as Bob asked "I like it."

"Bob." Adrian said saying his new name "Yes?" Bob asked, "Shut up."

 **I land somewhere in African, god knows where and I just happen to run up the only tree in Africa with a talking spider who won't shut up, Parker Luck….**

The two of them kept walking in silence, really it was just Adrian as Bob rode on his shoulder "So whats your name?" Bob suddenly asked "What?" Adrian asked "You never gave your name?" the Spider said.

"... Adrian." he replied.

"Hmmm sounds like A dung." Bob pointed out "It does not." Adrian growled to him, "Well A dung- I mean Adrian, you said that this Iron Man has been trying to squash you for a long time."

Adrian nodded "Basically."

"Well if you don't know how you got here, could you say he doesn't know either?" Bob the Spider said as it turned around on his shoulder and saw something out of the corner of one of its eight eyes "I guess I hadn't thought about that."

"Oh and you may want to look behind you." Bob said making Adrian stop dead in his tracks "Don't tell me… the Lions back." he said turning around as Bob said "No…"

"Hyenas." Adrian came face to face with a wild pack of hyenas all laughing and cackling as they came out of the grasses barring and snapping their fangs.

 **Yep, Parker Luck.**

SHIELD HELICARRIER

Aboard the flagship of SHIELD, War Machine and Ms. Marvel were standing in front of a glass window in a hallway filled with Cape Killers armed to the teeth looking in a hospital bed to see Tony Stark who was speaking with a doctor. "How is he?" Ms. Marvel asked "Shield has the best medicine from and not from this planet, Doc says he'll be recover but man… Parker did a number on him and on us."

"Peter wasn't alone, Rhodey, Strange, Luke, all of them came after us." she said looking at the glass to see Tony wrapped up and connected to machines, but still alive "You think Peter could statr another Civil War?" War Machine asked.

"Yes… and no." Ms. Marvel said running her black gloved hands through her hair to think "It's safe to say we've always underestimated the Spiders, and so do they." she said makin War Machine asked "What do you mean?"

Carol shrugged arms crossed "Peter always called himself a purse snatcher catcher, his son was on year long rampage making us look like incompetent fools and flew a Quinjet right into the tower like a mad man."

"Hopefully now that he has his son, he'll keep his head low to protect him." Carol said as Black Widow walked in "That might be a problem." she was holding a tablet of some kind with a screen "How come Nat?" War Machine asked her. She held up the screen to show the split second from where Peter almost grabbed Adrian before the flash, then static. "What are we looking at?" Carol asked taking the tablet.

Natasha swiped her finger to show another angle on Stranges face showing one of sheer shock and terror "So Strange teleported them away?" Ms. Marvel asked.

"No, if Strange had done that he would have been calm, collected using one of his spells, it's like when you get in a car and turn it on, no big deal right?" she asked them "I'm not following?" Rhodey asked opening his helmet mask "What do we look like when our cars don't start?" she asked zooming in on his frantic face in the recording.

Black Widow took the tablet then "I think something took the child, something different."

AFRICA

Adrian was running down the dirt road his shoes so worn they looked like they were about to fall off as the Hyenas chased after him. It didn't take much for the african scavenger dogs to run him down since he was depowred by the Spintech nano bot.

One jumped onto his back dragging its claws across his shoulder as he fell down on the dirt, the Hyena that had jumped on to him jumped off him as the others circled around him "You're screwed!" Bob the Spider said leaping off his shoulder "What are you doing!" Adrian screamed at the spider before it leapt into the grass. Adrian heard one of the hyenas cackling cry and grabbed the closet rock to him and through it right in the hyena's face. It howled in pain running back around to the circle.

 **Moving to fast… I've been walking for hours and only had that water...**

Adrian got up and looked around at the Hyenas, there were eight of them all moving in every direction around him. Suddenly one of them rushed him and jumped up at him, he shot his hands up and grabbed the hyenas neck holding back its jaws that kept trying to tear his face off.

 **Never been this weak!**

He held it back with all his strength when the others saw him down and swarmed, one of them drove its teeth into his leg making him scream in pain

 **Just like before… Just like Carnage!**

Another one bit into his right arm making Adrian come face to teeth and it all went red.

... **Good.**

Adrians eyes turned red as the wounds opened around his back, his arm and leg shot out dark black symbiotic te spike like tentacles stabbed into the Hyenas like they were biting into thorns. The Ruin symbiote started to wrap around his arm, up his neck and down his arm, and fingers. It grabbed the Hyena that had tried to run away from the symbiote but Adrian and it grabbed the Hyena by the neck as his head started to get covered by the symbiote coating the side of his head and making large red eye like on his original mask

Bob poked his tiny head out of the grass seeing the Symbiote and it wrap the boys arm up in bulky symbiotic muscle, and thick black claws crushed the hyena's neck, the one with with his leg in its mouth chewing on his heel but as soon as the symbiote came out it kicked the hyena off sending it scurrying. The hyena that he was holding back with his left arm smashed it over onto the ground as his other arm swatted the other hyenas off him. One jumped onto his back and tried to rip the symbiote off but tentacles shot out and hardened into spikes skewering it.

Ruins black and red symbiotic entity started to cover the rest of him, the other Hyenas continued to try and tear him down. One tried to get behind him and attack but he smashed his elbow into it breaking its jaw, he was about to cover him entirely when it wrapped around the spot where the SPIN tech nanobot.

The symbiotes black and red touch coiled into the flesh but the second it touched the symbiote touched it it activated sending electrical shock through Adrian and the symbiotes nerve system. Adrian collapsed with the symbiote covering half his body, it started to recede even around his wounds that it healed letting them bleed again. Adrian was panting ard as his blood spilled on the side of the road. He looked up at the sun as he started to get cold, and laid his head down against the dirt his blood turning the dust dark, along with his world.

Later, the sun set on the savannah and the roads, night covered land and Adrian lied there, until a vehicle with bright headlights drove by and some people got out. Adrians eyes weakly opened to see the figures come out before he slipped back into unconsciousness. They picked him up and put him in the back of the automobile and Bob came out of the grass and rushed up scurrying up to the bumper and climbing onto it before it drove off.

….

….

….

….

….

Bob the spider scurried under a crack in a door into a dimly lit room where he saw Adrian laying in a hospital bed, "There you are?" he said crawling up the bed and landing on Adrians chest "You dead yet?" Adrians eyes opened he sat up like a rocket sending Bob flying "Whoa!" and looked around to see he was in a white room, he was on the softest bed he had ever felt, their was single metal door with a milky window.

 **Hospital, I'm in a hospital room like when I was in New York with Captain America**

The room was small with clean metal floors, a window with a thick blue curtain drawn, he had on a white medical dress his clothing he had on was gone. A tube was stuck up his nose and his right arm was wrapped up and so was his leg, he felt a taped up bandage on his back. HIs wrist had a hospital band around it, but he couldn't understand the language. A needle was in his left arm and he was hooked up to machines with suction cups monitoring his heartbeat and vitals. "Glad you see you too." Bob said climbing back up the bed, "What are you doing here, how did I get here?" Adrian asked the spider "Well after you went all…. Freaky." the spider said holding up two of its eight legs making quotations.

 **Ruin… he got out, but the nanobot…**

He rubbed his neck where the nanobot was "I've seen other Spiders do stuff to scar of animals, Elephants stomp, and so on, but I've never seen anything like that before?" Bob asked crawling up his leg "I need to get out of here." he said as he got up "Why, the other Humans stopped all your bleeding?" Bob asked him.

"Not the point, some humans don't want to stop the bleeding some actually cause it, espcially to me." he said as he took the suction cups monitoring his vitalsand tore the needle out and pulled out the tube out of his nose "Grrrr-gya!"

 **If Fury taught me anything it was if their in a hospital, they have your blood and if they got your blood, they got you.**

The tube tugged out dragging snot and some blood as he got off the bed. He hit the cold floor with clattering result on the floor from blood his weakened state. Getting to his feet he moved to the window using the bed for support before grabbing the curtain and pulling it apart.

 **Now there's an eye opener.**

Adrian was looking out to see a gigantic city with buildings made from metal with giant windows reflecting the sunlight making the city sparkle. Giant walkways and advanced airships flew around with even newer buildings being constructed. Bob climbed up his hospital gown and onto his shoulder "Okay, how do you plan to get out?" Bob asked him "The hallway is full of humans and if you say these humans want to hurt you."

"They may not, but someone who would could be here soon so I can't." he replied.

He heard voices on the other side of the door, and looked over at the machines that had blood hooked up with blood now dripping out of the tube he tore out. "So how do we get out of here?" Bob asked "Same way I get out of every situation."

The boy opened the window and a loud blast of wind from the hospital being so high up, he looked down to see there was no ledge or anything to put his foot out on, instead the building was a large tower that had a steep sides like a pyramid or obelisk. He looked down to see the cars driving down below and saw a garbage truck coming down the corner and would drive by the hospital "I improvise."

 **Good thing I've never been afraid of heights.**

The door started to open and Adrian leapt out and started to slide down the hospital windows and walls on his side aiming for the dump truck

 **Please work, please work, please work, please work, please work, please work, please work, please work, please work, please work, please work, please work, please work, please work, please work, please work, please work, please work, please work, please work, please work!**

Adrian felt himself sliding down rapidly gaining speed like the garbage truck almost below him, he kicked off the hospital walls and into the air before he landed into the garbage truck catching him, hard.

He let out a moan through his teeth at the sheer force he suffered hearing the crunching of garbage and maybe him as the truck drove on "So any more bright ideas professor?" Bob asked Adrian who was panting from his heart racing. He sat up and looked around the garbage truck to see a few torn up and ragged clothes. He grabbed a pair of grey pants that went down to above his ankles. He grabbed a orange hooded shirt, it was baggy without cuffs on the ends or any strings to pull the hood around his head tighter and had a few holes in it. As soon as it was on he put the hood over his head and peaked out above to see where the truck was.

The city was an african one, as he saw only black people walking around all wearing similar clothing to him. Loose fitting but some with eccentric african designs, "What are you doing now?" Bob asked moving around the garbage "Looking for a place to jump ship." he said as he looked back over at the hospital building getting smaller in the distance "But you said you wanted to find other humans?"

Adrian glared down at the spider "Like I said, most of these people probablly don't care, but there's always someone out their who wants to squash me"

Out of the corner of his eye he saw an alley between two buildings he could sneak into, "There." he said pointing to the alley, Bob crawled up his arm and back onto his shoulder before Adrian hopped out of the garbage truck, he kept his hood up as he landed on the street and barely missed being hit by a car. Without stopping he pushed through some people who shouted at him. When he got into the alley he found the closet dumpster and got behind it panting hard. He peaked around the corner to see if anyone was following but no body seemed to mind a street urchin like him.

 **If only I had my powers I could just climb away, even if I just had my web shooters…**

He looked down at his wrists where they would be, "Whats the matter?" Bob asked, "I use to have these things called webshooters, my dad gave them to me, they let me make my on webs to swing." he said rubbing them feeling naked without either.

"Just use the webs that come out of your but." Bob said earning him another glare from Adrian "We're not having this conversation." he said getting up and walking deeper into the alley when Adrians stomach let out a loud growl. "Don't think they have hot dogs here." Adrian said to Bob as he clutched his stomach "What's a hot dog?" he asked as Adrian scratched his neck. He started to walk down the alley noticing it was much cleaner than a New York city alleyways. "So where to now, we found the humans but you don't want the bad humans to find you?"

The new alleyway he walked down had a fire escape under a closed dumpster, He peaked out of an alley to see what looked like police officers, they were wearing a dark blue uniform with berets and they were standing next to a car of some kind. "I need to get home, but in order to do that I need to find out where I am and-"

-CRASHH

"AAAAAH!"

The kid was interrupted by a loud crash followed by a scream, coming from the top of the building he was looking around, he instantly looked up to in the direction of the sound to see a window cleaning platform malfunctioning, it's pulley system had snapped on the left hand side leaving the cleaner dangling by a thread of metal wire. The window cleaner screamed as the ropes started to rip.

 **Oh no, my great power great responsibility sense is tingling…**

The man's screams started to grow louder, Adrian looked around to see if anyone or any superhero for that matter would pop out and help him "I'd hate to be that human- hey what are you doing!"

Adrians legs moved on their own as they rushed back to the dumpster under the fire escape "I have to get up there." he said getting on the dumpster and jumping up to grab the ladder with his fingertips and pulled himself up. He climbed up and started to move up the stairs as the window cleaners platform started to tremble. Meanwhile Adrian climbed up to the top and got up on the roof running to the platform to see it was broken. He looked over the edge and the window cleaner looked up and yelled up at him reaching. Adrian looked back over his shoulder to see the wires holding up the platform had snapped back onto the roof after it broke off threatening to send the cleaner to his death.

 **No web shooters to grab him, no sticking to walls to climb down, and no spider strength to pull him up, guess we do it old school.**

He grabbed the cord and through it down to the window cleaner who reached for it since the rest of the platform was about to fall. "Cone on!" Adrian yelled back seeing the last cords keeping the platform hanging started to snap. Finally the cleaner grabbed on with one hand and through his other out before the platform snapped and people down below got out of the way. Adrian felt his whole body being tugged off the roof before he got down using the top of the buildings railing pin himself.

He felt the man dangling and tried to pull him up feeling the wiring start to pinch his skin blistering it, he winced through the pain but didn't let go.

The sound of sirens started to fill the air, and Adrian peeked over to see flashing lights of both cars and air ships get around building.

 **Just a little longer… just have to hold-on**

"Need a hand?" Adrian heard someone say behind him when out of the corner of his eye a set of black gloved hands reached out and grabbed the wiring and started to pull, they were attached to muscular covered arms and a black mask with two ears and eyes like a panther, a black panther. Standing next to him helping pull the man up from the side of the building was the king of Wakanda, the Black Panther.


	11. The Runaway and The King

_**I think that last chapter was way too short, oh by the way pay close attention to this chapter.**_

SHIELD HELICARRIER

The Helicarrier of SHIELD was flying above the New York City harbor, and inside was the Director "How the hell did he get to Wakanda?" Tony asked behind his desk in full Iron Man armor, he was speaking to both Wonder Man and the Wasp, "We don't know, our recordings were destroyed when the tower fell." Wonder Man said, "But the agents who were guarding him said Strange appeared and teleported them out, so our leads are magical teleportation?"

"Who do we have on that?" Tony asked "Well Shield always lacked in the magical department unless Strange was involved, but-" Iron Man smashed his iron fist down on the table "Enough." he sighed tapping his bandaged up fingers which seeped blood from the smash "How much longer till Carol and Rhodey in Wakanda "Uh…. shouldn't we just go through the embassy?" Wonder Man asked, "I'm not naive, if they know we know, it's pointless to go through the bureaucracy."

A sudden pause came when Iron Man then asked "What?"

"How are you moving?" Wonder Man asked.

"Ugh, I gave my body sedatives to keep me numb from the neck down, my suits helmet has been refitted with neuroheadset which makes the suit move for me." he explained, "Alright, thanks guys I'll handle T'challa when Carol and Rhodey get there."

WAKANDA

War Machine and Miss Marvel flew over the golden city to the royal palace, when they "Carol, Rhodey." He said through his suits communication system ending the conversation

Half the world away T'Challa aka the Black Panther and ruler of the nation they were in, he was sitting across a table from War Machine and Ms. Marvel "Your Highness can you hear me?" Tony asked trying to be respectful "Let's not stand on ceremony Tony." T'Challa said back to Tony through War Machines speaker "Fine, besides the hundreds of federal laws he's broken, Adrian Parker has been infected with a dangerous alien symbiote which is controlling him." Tony said, "Remember when Spider-Man wore that black suit which turned him into a jerk, it's this but worse." Tony explained, "I see." T'Challa said, "However the boy is currently in medical treatment, he was dehydrated, and wounded by wild animals." T'Challa said to them.

"Allow my people to finish their treatment, and scans, perhaps we will something we can help with before I make a decision." T'Challa offered, Tony didn't say anything at first "... Only if you allow both Captain Danver and Colonel Rhodes to remain in Wakanda for security purposes, agreed?" Tony countered "Not agreed, but I will give you an answer soon." T'Challa said back to him. On the other side of the world, Tony sighed "We hope to hear from you soon, Carol, Rhodey you're done here."

LATER

Black Panther watched Ms. Marvel and War Machine fly away off into the distance, he turned to leave and walked back into the palace. He passed by the various members of his royal guard known the world as the Dora Milaje. The most respected, skilled, beautiful and feared elite guard on the planet. They wore wakandan armor that was both colorful and flexible for them. They all had shaved heads with dark skin like the majority of people on the continent.

He passed by two guarding a door who saluted him, down the hall a man wearing a white lab coat that covered his whole body with glasses on and a trimmed goatee "Ah your majesty." The man said walking up to him "Doctor Adewale, how was the patient?" The King asked before the doctor held up a see through tablet "Stitched up, but out scans of his inner workings reported multiple... anomalies."

"Anomalies?" The Black Panther asked taking the tablet "Yes, we located SHIELDS nanobot like the boy said, then of course we found this." The Doctor said changing the image to show the black and red symbiotic not just in around his chest but reaching up and down his spine and even onto his limbs "What in the panthers name is that?" He asked "We wondered that as well, thankfully Queen Ororos time at her old school allowed her... private access." The Doctor said putting into simpler terms "Yes, she told me of his condition, what do we know about the symbiotes."

The doctor started to pull up the various images and recordings of Venom and Carnage as well as other incidents. "Alien in origin, the symbiotes bonds to a host feeding off then rheum amplifying aggressive emotions to survive and giving them superhuman abilities, primarily related to Spider-Man and the original symbiotes known as Venom."

"Is this not also Venom or is it Carnage?" Black Panther asked handing back the tablet "Neither it seems, both our patient and Queen said the symbiotes has already become self aware and given itself a name, Ruin."

The king froze hands behind his back "Can it be removed?" He asked

"Yes and no." The Doctor said as he showed the Black Panther something none of the other scans had shown, "... I see." T'Challa said looking at it "Where is he now?" The king asked as the Doctor put away the medical report "We have him a room on the next floor to rest, I asked two of his highness Dora Milaje to guard him."

High highness nodded "Good work Doctor, I will call for you when needed but let this information stay between us, for now."

"Of course your highness." The Doctor said letting the king go on his way. Later, T'Challa walked into the next level of the palace toward a large door guarded by two of his amazonian guards. They saluted as soon as they saw him "How is he?" he asked "We do not know beloved, he has not made a sound since he entered."

"Is he asleep?" T'Challa asked before he opened the door, to see the room was totally empty, the windows were closed the bed wasn't even touched, a tray of food was sitting on the table untouched. The meal was literally fit for T'Challa, smoked boar, with fruit from the finest farms in Wakanda and a cup of milk. He saw the orange dashiki hoodie on the floor, he picked it up and looked at the ratty old piece of orange as his guards looked inside "He's escaped." one of the kings royal guards said coming in behind him when T'Challa noticed a vent open "Interesting." the king said "Find out where is he is." he ordered his guards. One of the women held up her wrist and pulled up a holographic screen showing a layout of the palace "... We have an intruder in the royal training room, I'll dispatch guards imm-" "No need, I will see how he is doing myself."

Black Panther walked out of the guest room and through the halls of his palace servants and guards bowing as he walked by, other members of the royal court doing the same when he passed.

T'challa walked into the training room and saw Adrian kicking and striking at a punching bag that kept swinging back and forth from every punch, T'challa walked into the training hall as Adrian kept punching. He had It had shield with spears rossed under them, the back wall was a glass window that looked out on the golden city letting in sunlight. The lights however were off and Adrian stood in the shaded parts continuing to train with the punching bag, finally he swung his leg around so hard it sent the bag down the railing it was attached to for the Black Panther to stop with one hand "You should be resting." T'challa said "I don't need rest." Adrian said back annoyed walking over to the bag.

"I saw you didn't touch your food." T'challa said as Adrian took the bag and moved it back to the original spot and started to hit it again "Not hungry." Adrian said abruptly "Your more liable to hurt yourself without your powers to catch up." T'challa said seeing his mostly wrapped up body could use some band aids on his knuckles.

The Black Panther watched him for a second "If your going to train, you should at least train properly." he said walking toward the bag and holding it "I've seen newsreels of you and your father in combat, the spider powers you possess allow for more creativity and room for adaptation, but without them." T'Challa moved the bag out of the way and caught the boys arm and twisted it making him grit his teeth but not yell in pain.

Adrian looked up and shoved his foot behind T'Challas and pushed trying to trip him but the King planted his foot firmly "Sweeping someone's feet is a good way to get out of this kind of hold, but not when they have a vibranium laced suit and are older and stronger than you." T'Challa said pressing hish hand down on Jerichos shoulder stretching his arm making him grunt "Just because you can take great pain doesn't make you strong." T'Challa said before spinning the boy around and letting go making him stumble to the edge of the ring.

"Now." T'Challa said holding up one arm with the other behind his back "Show me what you can do."

Adrian held up both fists and rushed him arms under his chest before he leapt up with a knee. T'Challa side stepped out of the way but Adrian came back punching forward with both arms while the Black Panther blocked each punch with one arm or deflected them before Adrian lifted up his leg "Wrong." the Black Panther said catching his leg and shoving him back making him hit the training matt hard. The boy groaned as he felt the wounds on his back burn from the sudden movement. Adrian got to his feet slowly but surely to T'Challa's extended hand "Enough, you need rest before you can train."

"If I didn't have this stupid thing in my neck I'd be fine." Adrian said holding onto his neck knowing the nanobot was still there "If that were true you wouldn't even be you."

"What?" Adrian asked, "If your done fighting your mortal enemy the punching bag, follow me and find out."

Adrian grabbed his orange dashiki shirt and followed the King of Wakanda out of the training room, "Ororo informed me of what they found at the institute, however our scans of what the nanobot in your neck is doing to it has changed things."

"Changed how?" the boy asked "The Spintech is made to disrupt a person's powers, and this one is specifically designed for you, your DNA." he said as they came to a long hallway with wall on one side and open window on the other "The symbiote however isn't your DNA and is at the same time it is."

"I must have missed that class in biology." Adrian said sarcastically "You told the doctor that when you were in trouble the symbiote took control before the nanobot electrocuted you and it?" T'Challa asked him stopping and turning around "Pretty much, hurt like crazy." Adrian replied "We can remove the nanobot, however…" T'challa said trailing off, "However if we do, the nanobot won't be able to stop the Symbiote from consuming you."

LATER, NEW YORK

DOCTOR STRANGE'S SANCTUM

Doctor Strange was sitting above the floor in his own study, speaking through a magical portal to Wakanda, on the other side the Black Panther. "I see, you told the boy this?" Strange asked "I did, it is his body after all." T'Challa said on the other end of the magical line. Strange scratched his goatee covered face "I'll inform Peter, he'll want to be apart of the decision."

"Where is Spider-Man if I may ask?" T'Challa asked the sorcerer supreme who had gone silent "He's indisposed."

T'Challa cocked a brow "I'd think Parker would come running as soon as I told you we found his son."

"It's not my place to say T'Challa, things have become more complicated here and for Peter." Dr. Strange said as T'Challa sighed "Very well, please inform him of the situation, where ever he is."

In another part of New York A Black suited Spider-Man swung across the rooftops of Manhattan sticking to the shadows till he came to a small building. Crawling down the side of the wall he opened a vent in the side and slid into the building. The inside was a nice apartment, it was clean and the lights were off. The walls had multiple family photos of an Indian family from New York to New Dehli.

Spider-Man looked around the apartment moving quietly on the wooden floors before he made the floor creak.

 _Better stick to the walls._

Spider-Man stuck both hands and feet onto the walls and headed down a narrow hallway to a dark wooden door and opened it. The inside was an office of some kind. Various diplomas and degrees in medicine hung from the wall. As well as a Hindu shrine next to a small TV.

 _Where are you?_

He started to open the drawers on the desk but couldn't seem to find what he was looking for when he heard a light switch come on followed by light flooding the room. The web head spun around ready for anything to see a short boy with black hair and eyes with dark skin "Spider-Man... what are you doing in our house?" The boy asked. Before he could answer, Spider-Man saw a door in the hallway swing open and two people come out.

One was a slender woman wearing a heavy pink robe the other a man Spider-Man had met before in white pajamas "Dr. Mattel." Spider-Man said seeing him. Dr. Mattel was the Doctor Adrian and I went to to do the blood test. I never looked at the results, I never wanted to until now. "Take the boy back to his room." Dr. Mattel said to his wife before he walked into the office and shut the door. "I knew this day would come, I knew someone would come looking for the information." Mattel said as he walked over to one of his degrees and took it off the wall to reveal a vault "I'm sorry if I caused you any trouble." Spider-Man said to him "There won't be any trouble after your gone." He said opening the safe and pulling out a file with the name Parker on it. "Is that-" "The results, yes." Mattel said handing him the sealed documents.

Spider-Man was shaking as he held the document before he headed to the nearest window "Thank you."

"What will you do if it turns out that he's not your son?" Mattel asked as Spider-Man as he looked at the envelope. Suddenly Spider-Man ripped open the envelop and took out the papers and looked at them.

 _What…. No…. I don't understand…._

WAKANDA

Back on the other side of the world Black Panther walked into meeting room where War Machine and Ms. Marvel were speaking "Is he awake?" Carol asked "Yes, resting currently." The Black Panther said to her as he walked around the table not sitting down "Did your tests find anything we missed?" she asked.

"The symbiote has spread even deeper, but your nanobot has halted the infection putting it in a limbotic state." T'Challa said as Ms. Marvel looked at War Machine gapping "The Nanobot is what we use to subdue unregistered metahumans." War Machine explained "He's a bit young don't you agree?" T'Challa asked hands behind his back "Yes and no." Carol said stepping forward "And if it's alright with you your highness, let's dispense with the small talk, are you going to extradite him to us or not?" Ms. Marvel asked.

The Black Panther looked at her "I offered him amnesty and he accepted, as of now the boy is under the nation of Wakandas protection."

War Machine's expression was one of grief even though his face was hidden by the mask but Ms. Marvels was stern like stone "Well he's your problem now." She said as she started to leave "Tony isn't going to be happy." War Machine said to Carol as they walked out on the top of the palace and started to fly away "Then let Tony decide what to do next." Ms. Marvel said flying away with War Machine behind her.

Inside the safety of the palace, Adrian watched the two heroes fly away and he took a deep breath.

 **Well at least I got some time to breath.**

"So who were they?" Adrian looked over to the food that had been set out for him to see Bob the spider eating a fly that had been trying to eat the fruit. "Where were you?" Adrian asked the spider who ripped the another fly in half and sucked it like a fruit snack "Like I said, cities have two many humans so I bolted." the spider said as he swallowed the rest of the fly. Adrian walked up to bob "What do you want from me?' Adrian asked the Spider who hesitated to answer "I don't meet a lot of talking spiders, so I'm guessing you're not just some random spider?" Adrian asked.

Bob swallowed the rest of his food "No, I'm not."

"So what are you?" the spider twiddled his two mandibles "Well, it's kind of hard to explain, especially here." the spider said looking over at a small statue of the panther god in the corner. The doorbell rang and Bob practically jumped, "That's my que, don't tell him I'm here and I promise I'll explain everything tonight." Bob said as Adrian looked at the door then back at Bob who was scurrying toward a small crack in the wall big enough for him to fit "What I-" Bob turned around "Trust me, once I tell you this will all make sense." Bob said looking at Adrian with all eight of his eyes before heading into the wall just as the door opened.

T'Challa walked in and saw Adrian standing there "... Is this a bad time?" he asked sensing something was off "No I just… I just thought you'd hand me over to them?" Adrian said.

The King sighed "I thought of it, it would save me a scolding from my advisors, but until then, rest, recover." he said walking up to Adrian and picking up some of the fruit that Adrian hadn't touched yet "I've yet to hear back from Dr. Strange or your father, so you may stay here as long as you like."

Adrian cocked his head "You mean as long as you like?" he said crossing his arms "No, stay or leave, but know without your powers and without me, it won't be long till Shield finds you." Black Panther said as he picked up and apple and took a bite "I'll be fine, I've been trained." Adrian said when the Black Panther snickered a bit "Ah yes, I recognized Wolverines handiwork, attack something enough times until it stops moving, very Ame- X-men." he said correcting himself as Adrian felt his cheeks get warm, T'challa started to eat the apple "Now if you'd like to continue hacking wildly at a punching bag the training room is down the hall to the left, or?" The Black Panther tossed Adrian the apple and he caught it "You can follow me and you can really learn how to really fight."

NEW YORK CITY

SANCTUM SANCTORUM

It was raining in Manhattan, dark thunder clouds poured down from the heavens while Dr. Strange as sitting in his 'office' which was more like a place between worlds surrounded by spells and incantations his hands and fingers moving rapidly as Luke Cage walked in "Any luck Doc?" Cage asked, he was wearing a dark grey hoodie with the sleeves torn off, a black shirt, jeans and big brown boots "There is hardly any luck in this Luke." Strange said "But to answer your question no, whatever took Adrian to Wakanda was sure to make it so anyone who tried to follow couldn't." Strange said as Dr. Strange summoned a portal and started to swipe hish and across it as if turning the page in a book every time he did a new area appeared. "I've been looking everywhere for the source, the negative zone, dark dimension, new jersey, and they all have found me wanting?"

Strange held up his fingers and snapped them turning off all the magic in the room even making him him stand on both legs instead of his usual levitating legs crossed look "Any word from Peter?" Strange asked.

"No, he turned off his cell and everything whatever he's doing he doesn't want our help, but he'll come back soon water and webs don't mix." Luke said making Strange turn around.

"It's not his help that I think he fears, its our restraint."

Suddenly the door opened and Iron Fist poked his head in "He's back."

Strange, Luke and Iron Fist headed downstairs where they saw Spider-Man walk in holding the paternity test in his head his whole body soaking wet. He peeled off his mask and walked over to the living room fireplace "Pete?" Luke asked before Spider-Man tossed the papers into the fire and watched them burn. Among the other avengers to enter the room were Clint and Logan along with the unmasked Ronin "What's happened whats going on?" Dr. Strange asked as Peter looked around his face white as if he had seen a ghost "Strange, I want you to tell T'Challa to keep Adrian in wakanda, I don't care how he does it but I want him to stay here." Peter said putting his mask back on.

"I will, however Peter would you like to talk to Adrian he's currently awake and I could-" "No." Peter said as he headed toward the stairs leaving the Avengers speechless.

"What was that all about?" Iron Fist asked looking back at the fire, Wolverine took out his claws and started to turn over the empires and stabbed a piece of paper and saw the words 'Paternity test-' before it was burned away into ash "I think our friendly neighborhood Spider-Man been pushed long enough?" Wolverine said retracting his claws "Why do you say that?" Luke Cage asked the short canadian mutant.

Wolverine shrugged "Just a feeling."

WAKANDA

The Black Panther and Adrian were standing across each other in the training room, Adrian looked across at the Black Panther who was still wearing his full black panther suit. Adrian was wearing dark black cut off pant with a white shirt tied around his waist. "Before you can be trained I must see what you already know, attack me… if you can." Adrian charged the Black Panther and leapt up to try and kick him but the Panther dodged him. Adrian fell forward and landed on both his hands rolling around keeping low before coming at him swinging his fists rapidly. "Hmmm I was told that you lived on your own till you were ten, am I correct?" T'Challa asked dodging the attacks blocking with a leg or one arm every so often.

"Yeah, so?" Adrian asked as he came back trying to jump and strike with higher kicks, punches and a knee. "Survival is a great motivator to understand combat." T'Challa said as he swatted away his attacks "I know how to fight if that's what your saying."

"Fight?" T'Challa asked catching his ankle and tossing the boy away like a rag doll "I've seen drunken brawls with more skill." Adrian gritted his teeth at the taunt he attacked again this time much faster. He punched, he kicked, he even slid through Kings legs and tried to attack him from behind but the king swung around and was already facing him "Slow down, your attacking to wildly." The Panther said as he held out one arm and started to block and deflect the boys punches. "Now you are to slow." T'Challa said under his mask before grabbing Adrians left arm and swinging his boot under the boys legs making him hit the training room floor hard. Adrian felt the air about to escape his lung and got up catching it "Remember why you are attacking enemies will be attacking you, be aware of what your opponent will do and expect to have to change your approach." T'Challa said with both hands behind his back "Now, again."

Adrian attacked again this time without wilde haymakers but instead throwing his fists at him from shoulder to follow through "Don't forget about your blindspot!" T'Challa said suddenly side stepping around the boy and kicking him to the floor again "Better." he said

"Better, you're kicking my ass." Adrian said agitated as he got up again spitting "Language, and you were more focused more precise, but you got lost in your instincts." The king said to him "My instincts help me all the time, it's called going with your gut?" Adrian asked "Your gut is currently infected with an alien symbiote, still think that's a good idea?"

The boy fell silent as the Black Panther walked up to him and suddenly pressed his foot into his making Adrian stand with planned feet "Always remember to plant your feet." he said before taking the same stance next to him "And when you strike." he said taking both his muscular arms up "Strike hard and fast!" He said throwing an open clawed punches with both hands. Adrian held up his arms and waited for the king to reset, when he drew his arms back he followed through and Adrian attempted to mirror. T'Challa noticed his copycatting "Do not try to throw your arms out, pace yourself." he instructed back to the boy. His highness held up his arms and started to make the same strikes but saying "1-2, 1-2, 1-2."

Having the vocal confirmation made Adrian slow down his mimicking and started to become more in sync with him "Do not forget, while your arms have your hands they are not the only weapon you have, 1-2-" T'Challa suddenly swung his leg up "-3!" He looked down at Adrian and saw the boy had his leg already up "Good."

T'Challa lowered his leg and loosened up before walking over to a wooden post with padding around it "Now I want you to strike this post with the same steps we just did."

"Just like that?" Adrian asked "You would prefer a different sparring partner?" T'Challa asked him "Uh yeah, I was fighting against killer robots at the X-mansion not some stupid piece of wood at least Wolverine understood that." T'Challa suddenly walked up to Adrian and towered over him "We are not at the X-Mansion, I am not wolverine, if you believe you do not need my training defeat me now and I will not only let you leave, I will have my people send you back New York tonight."

 **Hello ticket home!?**

"But if I win, you listen to my wisdom and train as I tell you to train, do we have a deal?"

Adrian smiled "Deal but you-" before Adrian could finish he saw a blur of black before he leapt out of the way to see the Black Panther already on the attack "What's wrong I thought you said you knew how to fight boy?" the King hissed holding up his claws. Adrian took a fighting stance as he usually did and attacked, but this time the Black Panther didn't try to dodge or hold ups his arm to block instead he through a punch right Adrian who dropped down feeling the vibranium enlaced cloth just skid across his chin before Adrian slid behind the Black Panther.

 **I got him.**

The young boy rolled over so he was directly behind the Black Panther he leapt up to attack but then the Black Panther did a backflip right over the boy.

 **No way!**

T'Challa grabbed the back of Adrians head while he was in the air and the second he came down he smashed Adrian down into the floor pinning his arm with his foot and catching his free arm before he could wing it back "How…?" Adrian asked as he struggled against the hold "Experience, disciple, years of training, here in Wakanda the title of Black Panther is not given it is earned, if you cannot learn that then how can you expect to ever go from boy, to man."

Adrian continued to struggle, "There's no use in struggling, without your spider strength you are just as strong as every other ten year old-" "Eleven." Adrian hissed reminding them how old he was "Either way, you cannot win, fighting impossible odds may seem like courage but deep down it's only for the foolhardy." T'Challa said as the boy smirked.

"You don't get to New York a lot… do you." he said as he tried to jerk himself free, the Black Panther sighed before he let go of the back of Adrians head "Do you think that's why Captain America fought back against the Superhuman Registration Act?" Adrian suddenly froze his struggling body going limp, and the King saw he had struck a nerve "I know you had a fondness for him, many did, but Captain America was no fool."

"Shut up." Adrian said gripping the matt "Is that why you agreed to help Nick Fury, because he told you he'd help you change things?"

Adrian kept struggling this time with greater force "Said he'd train you, teach you how to hit Tony Stark where it hurts, all while you gathered intel that you'd use to bring down Stark and Shield?" The Black Panther asked "I said shut up." Adrian snapped "The truth hurts more then anything doesn't it?" he asked the young boy who kept pushing off the digging his nails into the floor gritting his teeth "Face it Adrian Parker all that you've been is a pawn."

"No!" Adrian yelled "I'm fighting for the same thing Cap fought for." Adrian yelled as T'Challa saw that his eyes started to go red and the symbiote moved within him "Captain America never fought to push his values on people, he fought to preserve his own, he stood for what he believed in he never allowed himself to be manipulated like a common whelp." T'Challa snapped into Adrians ear "Noooo!" Adrian screamed feeling the symbiote to start to take control and the Black Panther drew his palm back and struck him in the back of the head knocking him out making the symbiote become unconscious too.

LATER

Adrian awoke in the training room with the Black Panther sitting across from him legs crossed "What happened?" Adrian asked sitting up crossing his legs and grabbing onto one of his legs "The symbiote started to come out, I thought it better to knock you out rather than having that machine electrocute you."

"At least I didn't have to listen to you anymore." Adrian said feeling the back of his head as he sat up across from him "Do you think I'm wrong?" the King asked him.

"... I don't know." Adrian said looking at the floor curling his legs up "I've never had a hard time understanding adult stuff." Adrian said as he rubbed the spot on his neck where the nanobot was "I knew the registration act was going to change things, it wasn't because I thought I'd never be able to be Spider-Boy again, but I was worried I couldn't be me anymore."

The Black Panther cocked his head before leaning forward pressing his fingertips "What do you mean you couldn't be you anymore?"

Adrian sighed as he laid back "Well… you know how your a prince right?" Adrian asked him "Yes." T'Challa asked him.

"Well when you were my age, your dad was the Black Panther right?" he asked him as the Black Panther scratched his chin seeing where he was going "Hmmm do you believe that because you are the Boy that one day you want to be the Man? Adrian the title of the Black Panther has been in my families name for generations however one day a year, anyone may challenge me for that title so that not even the King is above his subjects if they are more worthy." He explained to the boy.

Adrian shook his head "No it's not that, but imagine if Wakanda one day decided they just didn't want you anymore, they decided they wouldn't even let you be the Black Panther."

"They don't stop by just taking away your mask, they go after the people around you, they call you a monster, even people you looked up to turn against you going back on what they stood for, they make your family criminals just for being related to you." Adrian gripped his leg as he sat there, the king noticed the boys knuckles turn white as he looked at the floor "Then you try to do what you think is right, you leave it all behind but it just chases you, now they call you no different then the freaks and bad guys you fought, and to top it all off you've been infected with an alien monster since day one and it's slowly eating you alive." he flinched his neck feeling the nanobot "Then they take away the one thing that makes you special…."

T'Challa sat there in silence before taking a deep breath and sighing through his nose he looked out the window of the training hall to see the sun setting "We will begin training tomorrow morning, for now return to your room to rest, I will have one of the servants bring you food and fresh clothes." T'Challa said getting up "... nice talk." Adrian said under his breath before getting up.

He walked out of the training room behind his highness "I trust you can find your way back." the king asked and Adrian nodded.

It didn't take long for Adrian to find his room, when he walked in he got a glare from both the Dora Maja guards who still seemed upset after Adrians escape. He walked in and took off his shirt heading to the bathroom. It was sleek white floors with spotless stainless window and counter top. The sink was a deep bowl with single head, the toilet had no back to it only the bowl. He walked over to the shower and saw it was a glass one without the traditional shower head.

 **This is even nicer then the place we had at Stark Towers...**

Adrian saw the shower had a control panel inside the shower itself with the wakandan on it, he scratched his chin not recognizing the symbols before he groaned turning it on.

 **I can swing of buildings hundred of feet in the air, I can break into a Shield base and get out without ever being seen, I've gone toe to toe with Avengers and still**

He waited till the shower started to steam and stepped in yelling at how hot it was before jumping out.

 **It's still a struggle to figure out how a new shower works?**

Adrian winced from the pain of the hot water before he lowered the temperature and it started to feel easier, he sighed as he got in and let the hot water run through his hair and down his skin.

Elsewhere in the palace, the Black Panther was walked into a his private quarters where he walked into a open room with a throne sitting before a heavily advanced screen, the screen light up as it started to bring up a hud and a symbol showing a connection was about to be established "What the hell were you thinking." T'Challa said to a holographic image of Iron Man "I wanted to close this matter, permanently but I see this is going to be a long conversation?" Iron Man said back under his mask "He's a child."

"Oh not you too." Tony said crossing his metal arms "I've gotten enough from Charles and Stephen, T'Challa, I'm surprised the kid hasn't found his way to Black Bolt and Namor." Tony groaned "We made the Illuminati to protect the whole world, not discuss some kid throwing the world's largest temper tantrum, I'm not trying to kill him I'm to save him." Iron Man added before T'Challa spoke again "I'm not here for an the Illuminati, for Shield, I'm here to ask you, as an Avenger, as a friend, help end this." Iron Man asked him holding out his hand "I have a way to remove the symbiote."

T'Challa was silent for a few moments "...and the Nanobot?" he asked.

"I can remove it." Iron Man said back quickly "Will you?" T'Challa asked "Not until after the symbiote is removed, like I told you, the same way I told Charles it's getting worse." Iron Man said as Adrian was still in the shower letting the water roll down his back not even noticing his veins shift with black and red symbiote as it started to make the bruises and marks that the Black Panther had inflicted on Adrian while training soon fade.

Back in the kings communications room the two men continued there conversation "Say I do, say you remove the symbiote what then?" T'Challa asked Tony.

"He'll be put into our custody, my custody." Iron Man replied to him "So imprisoned?"

"For at least a while, under observation to make sure that none of the symbiote is left and until what the State Department decides to do, with everything he's done, there's only so much I can do for him, will you help me, help him?" Iron Man said as the Black Panther was silent walking over to one of the monitors that showed the door outside Adrians room "I can't." T'Challa said peeling off his mask so he could look Tony in the eye "What, why not?"

"Ask the man you made the director of the Thunderbolts?" T'Challa said as Iron Man froze opening his own mask so he and T'Challa could see each other "... I shouldn't be surprised you have people in Shield, your highness." he said the title with disgust on his tongue but T'Challa was unfazed "Tell me Director Stark, how did Carnage know how to find Adrian?"

Meanwhile back in his quarters, Adrian stepped out of the shower with a towel on and breathed a sigh of relief at how good it felt walking out of the shower he didn't even notice the large shape in the mirror as he walked by.

 **Wait a sec?**

Adrian stopped and walked over to the mirror slowly, it was fogged up so much all he could see was a distorted blur of… of… of something? It was a dark black shape inside the mirror moving as he did. Adrian watched it on the other side of the mirror. "I'm losing it." he said to himself reaching toward the mirror wiping his hand across it to see a large midnight black palm reflecting against his own wiping away the fog to reveal two big red eyes just like his spider mask looking at him "You…" he said looking right into the mirror to see the Ruin Symbiote starring right back at him **"Us"** it said back to him. Adrian said nothing he just looked at the symbiote in the mirror who starred back at him "Is this real?" he asked lifting his hand up and the symbiote did the same movement reflecting every motion the boy made " **We are real**." Ruin said to him in a deep voice, it was different than Carnage or Venom actually hearing it. Carnage's voice was sharp, like nails on a chalkboard mixed with a blender. Ruins voice wasn't like Venoms deep jagged voice instead it was different, almost as if both had cancelled each other out. Instead ruin spoke with a raspy like a blade being slowly dragged on metal sharpening it with long pulls, not to mention the symbiote didn't appear to have any long sharp fangs that wanted to devour him.

"How?" the boy asked, " **This…. Thing isn't has full proof as Stak things** " it said back to him making Adrian lift his arm pointing to the nanobot in his neck that suddenly lit up at the moment shocking Adrian making him grab his arm and flinch away from the mirror taking ruin with him. As he winced in pain Adrian noticed something "Wait, how do you know Stark?" he asked looking back into the mirror like a two way window seeing Ruin holding their arm **"We see, we learn, we know…"** it said back to Adrian.

Adrian stopped rubbing his arm and so did the symbiote in the mirror "Know what, seems like a lot of people know things more than me?" he asked out loud glaring at the monster within, literally. **"We know what it does to us, we need it out…. Before it kills us"** it said as Adrian looked into the mirror to see the symbiotes neck, the same place where the nanobot was in Adrian's neck looked sick. The black skin of the creature was rotting and charred but when Adrian looked at his own naked skin he saw only a slight redness.

 **Kills it?**

" **It's killing us."** the symbiote said reading his mind since it was already inside, "Why shouldn't I just wait it out?" Adrian asked, "King says I can stay here as long as I like, I just need to sweat you out and you're gone like the flu." Adrian said leaning on the sink looking right into the mirror at the symbiote who leaned in to "Ever since you symbiotes appeared in my life you've been nothing but trouble, I'll be glad to be rid of you."

Ruin glared at him closing his mouth **"I am not the other two, I am Ruin, I am us."** it said back to him but Adrian shook his head "No, no your just a stomach worm, who I need to throw up."

" **We kept us alive, we survived because of us, not you-not YOU."** the Symbiote suddenly roared its voice dropping and rising to new pitches at the same time charging the glass from the other side of the mirror almost making Adrian jump at out it was moving clawing at the glass. The symbiote opened its jaw letting out rows of teeth and a forked tongue speaking without moving either its lips or tongue, Adrian looked at it as it pounded on the mirror when he suddenly heard the doorbell to the room ring and looked away "Just a second!" he called out before looking back at the mirror to see Ruin was gone and his own pale white reflection looked back at him.

Sighing, Adrian rubbed his forehead before walking out of the bathroom to his door which was now ringing like a microwave after finishing its countdown and was now annoyed that no one would come get their food. "Alright, alright, I heard you the first time." Adrian said as he opened the door to see standing face to face holding some packages with a tray on them was none other than Zeinalla Bomvana "YOU!" she snapped.

 **I hate not having my Spider-Sense**

What he didn't sense was looking down on him from the corner of the ceiling and wall of the room, was Bob the spider watching and waiting, like all spider's watching and waiting like all spiders till its prey was ready to fall into its web.


	12. The Spider God

Spider-Boy swung across the rooftops of New York City, he was wearing his red and blue suit with his domino mask over his eyes. HIs web shooters shout out long white strings to the concrete jungle swinging across them like vines and he a spider monkey. He swung around the corner of the Rockefeller Plaza before letting go to land on the side of a building to run across it. He shot out another web to yank him to the top of a building where he ran across the gravel-covered floor. Finally, he reached the edge of the building a jumped, he shot out a web but nothing but air came out.

"Crap." Spider-Boy said grabbing onto the nearest building, it had no ledges and just glass windows, the second his spider hair tipped fingers touched the wall sticking to it "That was close…" he whispered to himself when his palms lost their grip.

He grabbed on again but his fingers wouldn't stick, "No-no-no-no!" he said as he fell, he looked down at the pavement and cars to see nothing but pure blackness, it was pitch black until two burning red eyes followed by dark teeth opening wide to swallow him whole.

Adrian shot up off the floor looking around to see he was still in the guest chambers of the Royal Palace of Wakanda inside the Golden City. The curtains were slightly cracked letting in some orange sunlight. He had on a white shirt and grey sleeping pants He saw he was on the floor finally seeing he had fallen out of the bed, looking at the sheets he was still clutching them tightly still his fist shaking, his body covered in sweat.

 **Just a dream… just a dream**

Standing up, the eleven-year-old walked toward the bathroom and turned on the shower sitting on the toilet letting it steam up before getting in. The bathroom was vibranium metal work with marble countertops and silk towels. Waiting another minute till the shower was good and hot he only showered for a bit just enough to wash and rence. Getting a towel around his waist he walked over to the sink and now fogged up the mirror and noticed a dark black shape in the mirror hiding in the fog like a beast in mist. The boys now warm and clean skin went white in the face as he reached up to it to wipe away the fog and see two red eyes looking back at him, Ruin, looking back at him " **Did we sleep well**?" it asked using without moving its mouth.

Adrian looked at the symbiote right in its eyes.

It's not real, just in my head

" **Oh we are very real**." it said to him as Adrian felt the symbiote in his head both figuratively " **And we are more than inside our head**." and very literally Adrian felt his whole right arm tense up and start to move on its own his veins started to turn black as the Symbiote raised its own right arm reflecting his movement. The boy gritted his teeth as the nanobot in his neck shocked him and the symbiote too making them both fall forward on the sink. Adrian gripped the vibranium so tight he could hear the metal groan looking right at Symbiote, Ruin's face while featureless except for the red eyes he could see the symbiote in pain like him before it vanished and all he saw was himself.

 **That thing in your neck can only protect you from us for so long… we will be your Ruin**

He gasped as the Symbiote was in his head, turning on some water splashing it in his face when he jumped at the sound of a loud banging dropping his towel before grabbing it. Walking out of the bathroom the banging continued "Alright, alright." Adrian said grabbing a pair of shorts he slid them on and grabbed one of the flowing red dashikis with blue patterns on the side. The door banged again and Adrian headed right to the door and opened it to see Zeinalla Bomvana.

 **I hate not having spider-sense**

She starred right back at him "The King requests your presence at Breakfast."

"Not hungry." Adrian said shutting the vibranium door when Zeinalla stuck her foot in the way "It was not a request." she said opening the door forcefully.

Elsewhere in the palace, the Royal Family of Wakanda consisting of T'Challa and his wife Ororo sat at the head with Princess Shuri on his left and the Queen mother N'Yami and an open chair on the left. The walls were stainless vibranium with large windows and many Wakandan works of great art beautiful and old. "Who did you send to invite the boy?" Ororo asked T'Challa, she was wearing long white morning robes with golden trim that had the patterns of zebras, lions and of course a Black Panther tiara, "Your handmaid the Bomvana girl?"

Ororo looked at him with wide blue eyes "Ummm."

The door to the royal dining chamber opened up to show Zeinalla dragging Adrian in tied up in his own bed sheets like a wrangled calf. All the royal family looked to see the door to the royal garden, opened with Zeinalla holding Adrian up against the door holding his left arm back twisted and the other bent up against him "Told you it wasn't a request." she said smiling some of her hair out of place and her dress a bit torn.

 **Pathetic, beaten by a girl, you are weak without us**

 **Shut up**

However she got Adrian there, he didn't appear to go without a fight, sporting a few bruises, "Oh that's right, they went to school together." T'Challa said scratching his brow "Release him." the king ordered her, her smug grin vanishing the second the king spoke before she let go of him, Adrian was untied from Zeinalla's head wrap which she quickly and neatly wrapped back up around her thick black hair. Adrian got up glaring at her "Do that again and I swear I'll-" "Adrian!" T'Challa snapped before "What?!" Adrian snapped back at the King making all of the Dora Milaja glare at him at speaking so rudely to the king.

 **Hmmm the bodyguards don't like you, but who would like you**

"Join us," T'Challa said not taking any offense as he gestured to an open seat next to Shuri, Adrian felt his stomach growl before walking over to the table. Zeinalla walked toward it to but on the other side behind Ororo's chair. "Did you sleep well, Adrian?" Ororo asked "Sort of, not use to sleeping on Vibranium sheets." he answered as he started to put food on his plate "I'm sure it's better than the never-ending noise of New York, I couldn't sleep at all last time we visited." Shuri said chewing on a piece of fruit.

Adrian didn't say anything after that, either because he was chewing at the moment or he didn't have anything else to say. Ororo and T'challa exchanged a glance, "We're expecting an important guest today Adrian, it is best that you stay in your room until they leave." T'Challa said earning him a glare from Adrian this time, "Who is it?"

"No one you need concern yourself with as of yet, I will tell you later today for now…" T'Challa suddenly got a smile "I believe I have found you a better training partner."

AFTER BREAKFAST

Adrian was given a straight kick to the head hitting the training room floor hard, he was wearing loose-fitting black pants and white shirt while Zeinalla wore a sleeveless orange, green and red Dashiki Gi. T'Challa stood in front of the glass window arms crossed smiling at Zeinalla standing over Adrian "Zeinalla has been training in the ways of Wakanda's warriors since she could walk." T'Challa said as she walked away from him, while Adrian's lip started to bleed as he got up "Yeah?" Adrian asked wiping away the blood "I was fighting in the streets for food before I could walk." he rushed her and started to punch at her wildly, she blocked each of his attacks holding up her arms to deflect and parry them.

 **Zeinalla's good, better than I ever thought she'd be, in school she was kind of a snob now I see why.**

He swung up his knee which she blocked with her own leg before smiling at him "Guess this means you stink at dodgeball too without your so-called powers." she taunted as she crossed her arms holding back another punch inches from her face, pushing him off she slashed and swung her open palms keeping her fingers curled like a panther. Adrian dodged left and right feeling her nails slice through the air near his face.

 **But she grew up fighting here, in a training room with rules, me?**

Adrian kept backing up lowering his arms to move around away from her attacks, she drew back her right arm two bring down a hard blow. The boy stopped his moving and watched her hand, T'Challa noticed this too and almost stopped the fight but let Adrian take the blow across the side of his face.

 **I grew up on the streets of LA and the NYC, it taught me one thing if you fight to win, you fight dirty.**

Swinging his arm up as he caught her strike on his face he locked his arm around her and threw her over his shoulder before slamming her into the training room matt hard. Zeinalla coughed out all the air in her lungs as it was pushed out of her from the floor, he let go of her arm and she rolled over starting to get up gritting her teeth "Enough." T'Challa said before she could attack him again "Your Highness that was a dirty move."

 **No don't stop, you've won, you always win when you listen to us**

"And yet he's standing and you are on your knees, but was taking the blow worth it?" the Black Panther asked Adrian whose cheek was already starting to swell from Zeinalla's attack his fist shaking as he ignored the Symbiote "I'd say so." Adrian said smiling at the king "Perhaps, but the harder you fight the stronger the enemy's resolve, Zeinalla." T'Challa said to the girl who got to her and rolled her neck popping a few joints. She rushed up at him and through an overhead punch, he dodged before she delivered a kick with her opposite side leg, that he blocked that knocked him off balance. Zeinalla took that off balance before tackling him to the ground and starting to wail on him.

As the King watched his earpiece beeped, "Your Highness, your next appointment has arrived, he is landing outside now." the voice of one of the king's guards said, "Thank you, Zeinalla, Adrian continues I will return." T'Challa said heading to the door as Zeinalla held the former spider boy in a full nelson.

T'Challa exited the training room walking across the hallways of his palace passing African headdresses on the wall and vibranium statues till he came to the upper-level exit to the palaces landing pad. As he walked out to see a circular car with big black four on the front.

Back in the training room, Zeinalla had Adrian's arm bent around his back "Say it, say, uncle." Adrian heard her say into his ear, he reached up with his other arm but she pinned it down with her foot like T'Challa had done.

 **I know this move, T'Challa used it one me a when we first started.**

"Say it, Puny Parker." She snickered as he reached up and grabbed her headband "Uncle this!" He barked rolling around and throwing her around the ring. Zeinalla hit the floor hard but was on her feet fists ready "I'll get you for that." She snarled like a black panther suddenly there was a loud crash outside the door making both kids freeze.

Adrian and Zeinalla stopped fighting when the doors to the training room burst open and Adrian was tackled to the ground by a large white ball of fur. "A monster!" Zeinalla yelled when T'Challa came into the room with both his Dora Mirja as Adrian felt a thick wet tongue on his face licking him.

 **Wait I know that tongue?**

"FANG!" Adrian said the second he recognized the white-haired, yellow-eyed and eight-eyed and limbed mutated hybrid of wolf and spider continued to lick him to death pressing his wet nose into the boys face. "… a dog." T'challa sighed as Adrian kept trying to get up but Fang continued to be a good boy by pressing its full weight on the boy. Fang while looking similar to a north American gray wolf it was as large as a lion and weighed just the same weight. "Oh, who's a good boy, who's a good boy?" Adrian said as he scratched its belly making its two back left legs to kick repeatedly at how much the wolf spider enjoyed it.

 **Disgusting animal, we should eat it.**

"How'd it even get here?" Adrian asked as he was reunited with his dog as Zeinalla looked at Adrian smiling from ear to ear with bright blue eyes "I can answer that?" someone called from the entrance Adrian's smile turned from a just that to a snarl like he was the wolf now when he saw standing next to the Black Panther was Reed Richards, Mr. Fantastic, he was wearing his classical blue Fantastic Four suit with black gloves and boots.

"Reed Richards!" Adrian nearly yelled getting tense as if to run away the second he did, Fang noticed this and stood up seeing something was wrong he looked over at Mr. Fantastic "Good to see you again Adrian, how are you feeling?" Mr. Fantastic asked with a smile from grey sideburns to grey sideburns.

 **Tony Stark sent him, he sent him to hurt you**

"What's he doing here!" Adrian snapped making Fang go on the alert getting behind him and staying low as the voice of Ruin echoed in his mind "Dr. Richards is here to assist me in a private matter, I hadn't planned on you two ever meeting nor did I expect him to bring extra guests." T'Challa said as out from behind Mr. Fantastic popped the heads of a blonde hair and blue eyed Franklin Richards "Hey Adrian what's up."

Adrian instantly dropped his arms the second he saw Franklin "Frank, what are you doing here?"

"Dad asked me to come." Franklin said as he walked around, he was wearing his Fantastic Four in a half shirt with a pair of blue jeans and white shoes, which greatly contrasted to the African garb Adrian had on "Took me a while but I convinced Tony to let me take this magnificent creature off Shields' hands." Mr. Fantastic said reaching out an elongating his arm to scratch the dogs head, Adrian looked at Franklin then at Mr. Fantastic "What do you want?" Adrian asked.

 **Stark probably sent him here for something, I may not have Spider-sense but I'm not an idiot.**

 **No your not, trust your instincts he wants to hurt you like all the rest.**

Mr. Fantastic stopped his scratching much to Fangs disappointment before retracting his arm "His Highness asked for my help so I came, it's no secret to the world your here Adrian or the fact this is your dog." Mr. Fantastic said not convincing Adrian as he looked at Fang.

"Come Dr. Richards, that's enough training for today Adrian," T'Challa said putting his hand on Richards' shoulder and leading him out of the training room with Adrian glaring into his back with daggers before the door shut.

 **What's he working on, what's he up to, probably something to hurt us to kill us...**

Reed pushed T'Challa's hand away "You're training him in combat, T'Challa the intel we have on the symbiotes show aggression is amplified by it, your basically feeding the symbiote." Reed said knowing the children couldn't hear them "I'm not training him in aggression, I'm training him to control it, he needs the discipline to focus and concentrate." T'Challa said while back in the room an awkward silence had filled the training hall.

The scientist and King walked into a small study with high tech machines and tables that looked like touch screens made of vibranium overlooking the Golden City through the windows.

Adrian was glaring at Franklin with Zeinalla looking at both of them "I best return to my duties" Zeinalla said heading for the exit leaving the two boys alone "What's he want?" Adrian asked Franklin as he rubbed Fangs ears.

"I don't know, he said he was going to visit you and we haven't seen each other in a long time Adrian." Franklin said scratching his arm as Adrian felt Fang nuzzle his head up around him "Dad says that your very confused, I think he wants to help you."

 **What?**

Adrian's eyes went from a glare to filled with rage "Confused? CONFUSED!" Adrian screamed at Franklin "I've been hunted across the US, I was attacked by Shield and by assassins, and to top it all off I've got an alien parasite trying to take over my body and the only thing stopping it is a nanobug that took away my powers I'm not confused I'm screwed." Adrian snapped at Franklin who just stared at him "Why are you yelling at me." Franklin said shrinking back.

"I…" Adrian started to speak but he froze

 **Why am I yelling at him, this is Franklin my friend and I…**

 **You don't have any friends, not anymore Tony Stark, Reed Richards they're using Franklin to get to you**

He heard the voice of Ruin in his mind speaking to him, whispering in his ear "I… I'm sorry Franklin?" Adrian said rubbing his forehead "I've had a lot on my mind." The boy walked over to the window of the training room and took a seat up against it with Franklin walking over next to him.

"Is it the symbiote?" Franklin asked making Adrian's green eyes get wide.

 **Clever boy**

"How do you know-" "I overheard my dad and Mr. Stark talking about it on the way here, its that black suit thing your dad use to wear right?" Franklin answered and asked him "Something like that it's… it's in my head."

 **We're beyond in your head, in your soul**

Adrian felt the symbiote breath down his neck, while Franklin listened unbeknownst of how far the Symbiote had spread "Is it what made you do all that stuff?"

"I don't know, I don't think so but I've been getting angrier, getting stronger before this." He said pointing to the nanobot in his neck "So the nanobug stops it right and your powers right?"

Adrian nodded "I can't take it out or else the symbiote will take control of me and… I don't what that means?"

 **"It means you will become us"** the image of Ruin appeared behind Adrian in the reflection of the glass window making a chill run down Adrian's spine while Franklin said something but he couldn't hear it over Ruins voice "Adrian?" Franklin asked putting his hand on his shoulder making Adrian flinch and swat his hand away "W-what did you say?" Adrian asked shaken from the influence of the symbiote on him "I said maybe you should consider letting my dad and Iron Man help you, what could it hurt?"

 **Maybe, maybe I should just listen.**

Adrian sighed "If you tell your dad… I'll listen." Adrian said as Fang rested his white head on his lap, meanwhile up on the ceiling Bob the spider had crawled out of a ceiling vent and had been watching them the whole time.

NEW YORK CITY

STARK TOWERS

Spider-Man perched on one of the towers of St. Patrick's Cathedral early in the morning, he was wearing his dark black and white venom suit a great mist had covered the city. He was standing on the roof between the two bell towers when the rumbling sound of engines from iron feet. Spider-Man looked up to see Iron Man flying up above before landing on the roof across from him. "So you come here often?" Iron Man asked Spider-man who glared at him from across the cathedral, "There are at least sixteen ways I can take you down, all of them involve hurting you violently." Peter said through his mask.

"Okay I see you're in a mood, but we need to talk." Iron Man said landing down in front of his arms open wide "I'm calling a truce." Tony said opening his helmet "A truce?" Spider-Man asked walking toward him and Iron Man instantly ignited his thrusters to fly up and away from him "I don't want to fight you, I want to help, that's all I've ever wanted to do Peter, help you."

"... and your son." Iron Man said lowering himself back down "How do we get the symbiote out of him." Iron man opened up a small compartment in his armor and took out some folded up paper offering it to Spider-Man. He took it seeing x-rays and scans of Adrian's body and the symbiote as it progressed from around his heart, then up and down his spine and very close to his brain.

 _I remember when the symbiote first attached to me, at first I thought it was a suit, then I found out the hard way it was a monster. It turned me into someone I wasn't made me almost turn into the very thing I fight against..._

"The symbiote came from space, fire and sound are the only things that can hurt it." Spider-Man said as he curled his fist around the papers crumpling it up "But this isn't like symbiote that I had or the one that infected Eddie Brock, this is like Carnage a mutated evolved species fire and sound don't work." Spider-Man said looking up at Iron Man "Out of anybody alive you know these things, what they can do and what it do to people, come with me to Wakanda, Reed is there now with T'Challa, between the four of us I'm sure we can come up with something and you can see your son."

 _But what if h doesn't want to see me when I tell him what I know, what happened to… her...  
_

WAKANDA

 **After I agreed to listen to what Franklin had to say he told me about how things were still different at home, Stark and SHIELD had started to assign Superheroes to cities as official heroes, New York had some guy called Blue Shield. He was being homeschooled again since the Carnage incident. I didn't ask about Aunt May or if he knew anything about Mary Jane or the Powers, I didn't want to know. So I told him I needed to take a shower and he said he'd speak with Mr. Fantastic for me, I hope I was doing the right thing.**

The young spider-boy walked into his room with Fang at his side, he sat down on the bed rubbing his hands knowing what was coming.

"So who are the other humans?" Adrian looked up to see Bob sinking down on a web from the ceiling and landing on Adrian's shoulder. Fang noticed and sat up looking at Bob sniffing the spider "Oh big furry spider?" Bob said leaping off Adrian and onto Fangs nose crawling up to its head making the wolf whine "There old friends of mine." Adrian said looking at the Spider on top of the spider wolfs head.

Bob scurried onto the top of Fangs head turning around "You don't seem happy to see them?" Bob asked.

"It's complicated." Adrian replied before Bob jumped off Fang and crawled onto the kids hand "Why?" he held it up looking at Bob "Cause I've done things, things that I'm not sure I should have anymore?"

Bob clicked his mandibles a few times before saying "Hey wait a sec you said you'd explain stuff to me last night, where were you?"

"You seemed like you had a lot on your mind so I thought it best to let you sleep?" Bob asked holding up one of its legs to scratch his tiny red and blue head "Wish I hadn't, I had a nightmare where I-" "You fell." Bob said cutting him off.

"How did you know that?" Adrian asked the spider "Because I've been watching you Adrian Parker, I brought you here." Bob said opening up its mandibles and sinking them into Adrians palm "Ow!" Adrian snapped throwing the spider away. Bob landed on the wall and Adrian immediately started to feel something happen to him his body felt heavy and his muscles refused to listen to his body to stand. Falling back on the bed Fang got up and started to bark and looked at the spider who bit him "Down boy." Bob said to the dog the spiders eyes lit up with pale greenish eyes that reflected into Fangs own making the dog sit "Good dog, now pick up the other one, it's time to go."

WAKANDA BORDER REGION

A quinjet flew over the border of Wakanda with only Ironman and Spider-Man inside, Iron Man was piloting it with Peter in the copilot seat sitting in silence. "How's your Aunt?" Tony asked Peter "Still in the hospital." he said being short with the Billionaire Playboy Philanthropist. When they crossed the border two Wakandan airships flew up next to them "Attention unregistered Quinjet, identify yourself you have now entered the Wakandan airspace." the ships transmitter said "This is Tony Stark, Director of Shield I'm here at the behest of your King, please inform his highness I've arrived."

"Behest?" Spider-Man asked noticing a word he had never heard Tony say before "Can't be the playboy anymore Peter, as much as I miss it." Iron Man said as they waited to hear back from the Wakandans.

"Understood Director Stark, adjust your flight path and follow us." the pilots in the wakandan airships said before Tony complied, with the silence resuming between them "... I'm sorry." Tony said out of the blue.

"What?" Spider-Man asked.

Turning his iron helmeted head Tony opened his face mask putting the ship on autopilot "I am sorry."

"Sorry for what happened to your son, sorry for not handling it all better for putting a hand on him, I don't want to be your enemy Peter, I want things to go back to the way they use to, when we worked together when I thought you…" Tony started to trail off "When you thought what?"

"When I thought you could be the person to take my place." Iron Man blurted out making Peters eyes get wide under his mask "I was going to ask Steve before he went rogue, but I couldn't be the Director forever, or the leader of the Avengers even, you've been doing this since you were fifteen, everyone in the world knows about the friendly neighborhood Spider-Man, every kid has a poster of you on their wall, compared to my past Peter Parker is a man everyone should try to be." Tony started to say "You were smarter than me at your age, you have a successful career as a photographer, a professor, a scientist, and despite what everyone has said you are a great father who loves his son and his family, I just… I just wanted you to know that." Tony said shutting his helmet when the neared the Golden City.

Peter was quiet still, processing everything that had been said before they got a transmission from the city "Tony is Peter with you?" the voice of Mr. Fantastic asked out of the ships radio "Yes, where's Adrian?" Peter asked answering for him "About that?" Reed said his voice trailing off.

Later, Iron Man, the Black Panther, Mr. Fantastic and Spider-Man were in Adrians room with it completely empty "Where is my son."

Iron Man held up his arm bringing up a holographic map of Wakanda "Something's blocking my tracking signal on the nanobot."

"I had my scientists track his biological signature, he was in the palace and then he vanished." T'Challa said, "We'll find him Peter." Mr. Fantastic said putting his hand on the Spider-Mans shoulder when Spider-Man turned around looking like he was ready to kill the super scientist making Reed take a step back and remove his hand fearing that he could very well lose it. "T'challa did you have any cameras installed in here?" Iron Man asked

Far away on the other side of the city, Adrian was unconscious being dragged by the scruff of his shirt by Fang who was pulling him through catacombs and graves deep underground. The dogs eyes had been glossed over with a green light, Bob the spider on his head as they went deeper and deeper into the necropolis. Soon other spiders appeared coming off webs hanging from the ceiling, or out of tombs and skeletons of long dead wakandans. They started to scurry in the direction Fang was draggin Adrian all moving all of them spiders.

In the palace the four men continued to look around Adrians room for anything that would give them a clue "I don't understand he couldn't have just vanished, I have my own personnel guards outside his door, our vents are tapped and he couldn't have swung his way out since he doesn't have his powers." Mr. Fantastic said Iron Man looked out the window and noticed it hadn't been closed all the way "Reed, you've studied that wolf spider he has right?" Tony asked as he pointed to paw prints on the window, on the other side. Spider-Man looked to the floor where he saw a few clumps of white fur on the floor. "Tony." Peter said handing him the fur who handed the fur to Iron Man who scanned it quickly seeing a biological map of the Wolf Spiders DNA and a map of Wakanda, he's only a few miles away due west."

"The necropolis." The Black Panther said walking to the window "Why would he be at the necropolis?" Reed aske,d "Doesn't matter we go now." Spider-Man said opening the rooms window with Iron Man following him out and taking off as Spider-Man jumped off and shot a web out to grab onto Iron Mans suit heading straight for Wakandas city of the dead.

While the heroes were on their way, Adrian started to stir inside the necropolis. He was awake and he was upside down. He tried to move but he couldn't he was wrapped up in something he knew all to well, webs. The soft gooey like silk was as strong as steel around the small eleven year old. The interior of the room was hard to make out webs covered everything even the pillars and statues of the Panther Goddess Bast and a deep sarcophagus covered in webs.

"Hello!" He called out looking around the dark chamber his eyes quickly adjusting to the darkness to see he wasn't in his room anymore, but a tomb. There were hundreds of bones on the ground all covered in spider webs from ceiling to roof thats when he saw Fang on the floor sitting up right still as a statue. "Fang, here boy." Adrian whistled to the dog but the wolf spider didn't even move and inch, at first Adrian was puzzled then he saw the dogs glossed over eyes "Fang?"

"Don't worry about the dog, he's just doing what he's supposed to." Bob the spider had appeared on a string of spider silk lowering himself down in front of Adrian. "You!" Adrian yelled seeing the spider and thrashing in his bindings but couldn't break free. "What do you do to me, why am I here?" Adrian yelled.

The spider twirled on his string before replying "Like I said I'd explain everything." Bob clicked out "You want to know how you got all the way to Wakanda yes?" Bob asked "It was you." Adrian said as the spider was silent for a few seconds "Clever boy, I knew you'd be a good avatar."

"Avatar like the last airbender?" Adrian asked the spider who chuckled its small voice growing deeper than the sea "Who are you?" the boy asked upside down his head starting to throb.

"Who am I?" Bob said as the spider started to grow, the spider was small at first then the size of a baseball, then a basketball before dropping to the floor growing to the size of a pit bull its blue and red fur vanishing turning dark black "I have had many names over the years." Bob said his voice deep and malevolent "I am the the trickster, the wise one, the traveler and the great weaver." Bob said as it had grown from the size of a large dog to a lion then the size of an elephant crushing the bones making Fang crawl up the wall where Adrian could see hundreds of thousands of spiders "I am he who creeps arcross the branches and in the grass, who waits and watches till my prey falls into my web, I am the father of your kind, i am the first among spiders."

'Bob' the spider was twice the size of an elephant his mandibles were huge with fang behind them inside the mouth "I am Anansi God of Spiders."

"God of Spiders… what- what do you want with me?" Adrian asked Anansi whose mandibles echoed and clicked as his children moved around him "For years the other gods have mocked me, laughed at me, my temples are forgotten my worshipers extinct all until a few years ago when a man claiming to be a Spider appeared."

Anansi leaned in toward Spider-Man breathing the most grotesque breath Adrian had ever smelt "Here they worship the Black Panther, that arrogant cat Bast who pushed me aside will pay." Anansi growled making Adrian gag "Ugh your breath… it's like the Hulks jockstrap."

Instead of yelling or biting his head off right then and their Anasi laughed, the titanic spiders laughs bellowed across the cave through the entire necropolis "Even now you still try to be defiant, I new I made the right choice when I chose you to serve as my vessel."

"Vessel?" Adrian asked, "Ah yes, I owe you an explanation, Bast gives her power and favor to the King of Wakanda, and in return, they give her worship but you, you will do more for me." Anansi said holding up one of its front legs to brush Adrians cheek with a claw like the foot "I will take your flesh, your mind and through you, I will be a god among mortals."

Anasis claw brushed past Adrians mouth before Ruin appeared, it covered half of Adrians' face and snapped at Anasi before receiving an electroshock from the Nanobot making Adrian scream in pain "Ingenous how some mortals are, but this demon has proved enough of a nuisance." the god said when the boy began to feel the webs vibrating around him. He looked up to see the spiders in the cave crawling down the webs over his body and up to his webbed up neck "Haven't you noticed the voice of this creature is no longer there."

 **Bob or Anansi was right, I couldn't hear Ruins voice anymore but I could still feel him, he's there alright he wants me to escape, but I do.**

The Spider God's eyes started to glow a ghostly pale green again with the same light in Fangs and all the other spiders eyes did the same "I have looked into the Madams eyes and your arrival has sent a ripple across the Web of Fate, and this ripple will soon become a great wave of change, I will be that change." Anansi said looking into Adrians eyes reflected the light his mind starting to go numb.

All thoughts left his mind as he looked into Anansi's eight eyes "I see you creature, an abomination." Anansi growled as Adrian started to struggle but it wasn't him his veins started to turn black and the symbiote began to seep out of him around his eyes but not coming to full power with the ever aware nanobot electrocuting it and Adrian. It started to seep out of Adrian like a sponge being crushed making the boy scream with a shared pain.

The screams reached out the deepest depths of the Necropolis and to the mouth of Wakandas burial ground where Iron Man and Spider-Man arrived followed by Mr. Fantastic and the Black Panther in the Fantasticar. The screams echoed through the city ruins of the Necropolis, statues of Bast the panther god was covered in spider webs as if Anansi was personally doing it. "This place is massive, we'll never be able to search it all." Iron Man said when they heard another scream "We need to find him." Spider-Man said looking around in all directions, all of them were but only the Black Panther notices collum of spiders heading into the cave "There." he pointed to a cave covered in a large spider web with the spiders going into it.

Back in Anansi's chamber, the Symbiote was falling out of Adiran by his mouth eyes and ears in a pool of black and red symbiote bubbling on the floor the symbiote tried to move but it could only from its red eyed fanged face like an evil bubble about to burst. Adrian gagged and puked out the symbiote till he upchucked a blob of the symbiote onto the tomb floor to see the nanobot blinking in the symbiotes puddle form **" N-no we ca-can't survive without it." **Ruin weakly cried out in a soft shriek "Disgusting." Anansi said through its mandibles eyes still glowing before it glanced down breaking his concentration on Adrian who at seeing the symbiote on the floor and the nanobot on the floor.

 **YES!**

Adrian tore out of Anansi's webs and hit the floor in front of the symbiote that pounced at him baring its fangs and tentacles before Adrian backflipped away onto the tomb wall his feet sticking to it along with both hands. Before the symbiote could follow Anansi smashed its massive front leg into a pillar making it fall on the symbiote along with more rocks "Begone Demon!" Anansi hissed before turning its attention on Adrian. "Now where were we…" Anansi said his eyes glowing pale green again but this time Adrian looked away.

 **Maybe if I don't look him in the eye.**

"You think eye contact allows me to control my brood, all Spiders obey my will even you." Anansi said on the floor climbing up the wall slowly. His green eyes did start to glow with omniscient pale green, not just his either all the spiders in the cave started to glow green and move toward Adrian. Over the sound of millions of eight legged creatures Adrian herd the growl of Fang who was under Anansi's control growling at him like when they first met. The boy leapt off the wall and started to run across the tomb chamber heading for the door but Anansi followed him despite the Spider Gods massive size it moved like a cannonball crashing into the part of the wall and ceiling Adrian was trying to get past, he swung his massive arm right into Adrian sending him into a series of webs where the spiders swarmed him.

He kicked and screamed as the Spiders bit and stung him with their fangs before webbing him up like a mummy "Enough of this, no more games you are mine now." Anansi said all eight of his eyes burning pale green right into Adrian.

 **NO- I can't fight I-I- is it getting hot in here?**

The temperature of the tomb started to rise making Adrian and Anansi look at the entrance to the old tomb and see the orange glow of fire before the webbed entrance burst with Iron Man burning away the webs with built in flame throwers "Oh, are we interrupting?" Iron Man asked before he blasted a wave of fire at Anansi followed by a series of rockets and laser beams. Anansi scuttled out of the way but couldn't dodge the rockets. The other three men rushed in behind him "We all agree that's a giant spider right?" Iron Man asked.

"I am no mere spider, I am Anansi God of Spiders." Anansi growled Iron Mans rockets had signed his thick hide and only seemed to enrage God. "Then you know this is the Necropolis of Wakanda the sacred place of Basts people." Black Panther said before Anansi charged them "Puny kitten who are you to challenge a God." Anansi roared as he came down on them, Iron Man flew around him opening fire followed by the massive spider. With Anansi distracted Spider-Man appeared web zipping over to Adrian ripping the webs off him "Adrian!" Spider-Man yelled "Dad!" Adrian said seeing his dad after so long.

Spider-Man embraced his son in a quick hug before pulling him over his shoulder and swinging off "Stop them!" Anansi roared when he saw the father rescuing his son. Anansi's brood chased after Spider-Man leaping from their webs on the ceiling and covering the two. Fang tackled Spider-Man down onto the ground pushing them apart snapping his jaws at Spider-Man who held the monsters fangs back "Peter!" Reed cried extending his body to slither around the webs any spiders jumping onto him were bounced off his rubber like skin he wrapped a black gloved hand around Adrian pulling him away "Let me go I can help." Adrian begged as they tried to pull him away "NO!" Spider-Man said throwing Fang off him into one of the statues shattering it and knocking out the wolf while his black suit torn up and one of the lenses shattered showing Peters brown eyes.

"Reed take him and go." Spider-Man ordered before Anansi swatted Iron Man out of the cave air into the tomb wall through a statue, "None of you are leaving here alive." Anansi thundered coming for them when the Black Panther got in the spiders way leaping into the air just across the gods massive head and slashed his vibranium claws into Anansi's left upper eyes black gunk spewing out of them "False God, ever second you are here is an insult to Wakanda and to the Panther God, and for that you will pay."

Anansi shut both its left eyes shut before turning around to attack the King, it squirted out a thick series of webs on to the king making him stick to the nearest wall "Where is your god now kitten, there are no gods to pray to here but me." Anansi opened its jaws wide ready to rip of the Black Panthers cowled head. "Get him out of here now." Spider-Man yelled picking up the head of one of the statues before he hurled it right into Anasi's thorax getting its attention.

Reed rushed to the exit with Adrian in his arms "No, we can't just leave him!"

"I'm sorry Adrian but it's… for… the… best." Reed speech slurred before he collapsed a small black and brown spider its fangs buried deep in his neck "Reed!" Spider-Man snapped before his senses flared Anansi had pounced on Spider-Man both its front legs driving down like spears before Spider-Man caught them with both arms holding the full force of the god at bay, but not for long. Anansi forced Spider-Man backwards his feet digging deep into the earth. "Pathetic mortals, always you think you can defy the natural order, defy gods save your children from us." Anansi said mocking Spider-Man while Adrian scurried out of Mr. Fantastics grip the spiders covering Adrian once more webbing him up as best they could but he swiped them away kicking them off him tearing apart the webs "DAD!" Adrian screamed "Adrian, RUN!" Peter yelled his arms starting to shake.

"That's right boy, run, run like you always do." Anansi laughed "I will kill your father, and feast on his insides as you watch and then I will finish what I started the day I took you from the mortal in armor." Anansi said not even bothering to say Iron Mans name.

 **I can't get to him in time, I'm not strong enough not fast enough, Anansi's a monster how can I… stop it?**

Adrian looked over at the fallen pillar that had the symbiotes black liquid form still leaking out of it, not even thinking Adrian reached for the symbiote clawing his way out of the web before it started to bubble.

 **Come on… come on I know you can hear me...**

"Given mortal, you are a spider and I am your lord, submit." Anansi said making its remaining eyes starting to glow to hypnotize spider-man whose eyes flickered for a moment but he shook his head "You kidnap my son, you threaten to steal his soul and eat me in front of him." Spider-Man summoned all his strength and let go of one of Anansi leg the right one, dodging it and grabbing onto the left one before ripping Anansi's front leg right off and stabbing into the Gods underbelly piercing it making thick black blood gush out and the god screeched in pain.

"You must have not thought this through." Spider-Man said digging it in deeper like holding the severed leg like a lance. Despite inflicting such a wound Anansi still had seven more legs. It swatted at Spider-Man who flipped away from him using his spider sense to bounce off the walls and ceiling shooting webs at fallen rubble to be thrown into Anansi. The god of spider roared chasing after Spider-Man using its godly speed to ram Spider-Man into the stone walls like he was a rag doll breaking up the wall just enough for stones to fall directly on Spider-Man pinning him. Spider-Man pressed up on the rocks but he was to weak and injured.

Anansi limped over to Spider-Man and growled over him "Before you die your going to watch me take your son and rip his soul into nothing, then I'll kill you with his own to hands." Anansi gurgled out spitting up blood **" We'd like to see you try." **The god of spiders froze turning around to see the Ruin symbiote had appeared, it was standing up right in its humanoid form as big as it was in New York and at its center Adrian under the red spider on its chest. Adrian looked at the symbiote from within the Symbiote their voices overlapping when it said **"You want me, come and get me."**

Ruin/Adrian let out their own roar this time shaking the cave before kicking off the ground breaking apart the stone floor with the force put down from their foot it tackled Anansi away from Spider-Man and into the walls of the tomb. Forcing Anansi on its back it slashed its talon like claws across Anansi's underbelly before the spider roared back driving one of its lower legs into his side. The symbiote fanged mouth howled before it caught Anansi's front right leg and ripped it out of its socket and bit down on the joint between Anansi's head and its middle section. Ripping out the one that had stabbed him Ruin and Adrian brought back their fist and smashed it into Anansi's head popping three more of the gods eyes.

 **Thats it-** **THATS IT RIP HIM APART DON'T THINK DON'T HESITATE KILL KILL KILL!**

Anansi and Ruin/Adrian started to wrestle across the floor and walls till Anansi was on top of them snapping its teeth at him. Ruin/Adrian kicked Anansi offa nd grabbed one of the fallen pillars off the floor and smashed it over Anansi's head it grabed onto the Spiders head and gouged another eye before rolling over on top of Anansi tearing into it with its claws.

The Spider god thrashed around trying to throw and stab the symbiote with its remaining six legs but the symbiote continued to rip them off and crush them. Anansi let out a furious low growl before looking up at Ruin/Adrian, they had drawn back their right arm and had its clawed fingers erect like a spearhead before driving it down into Anansi's face "No!" The second the symbiotes claws made contact Anansi's entire body started to fall apart into millions of tiny spiders that scurried away.

" **What?** " Ruin/Adrian said looking onward as the spiders scattered "This isn't over Adrian Parker, we will meet again the Web of Fate is never wrong." Anansi's voice echoed throughout the chambers of the Necropolis before every spider in the cavern was gone, except for Adrian and Spider-Man.

Ruin/Adrian saw that the threat was gone and looked toward Spider-Man still under the rubble and walked over to the rocks and started to lift them, the heroes started to recover as well. T'Challa freed himself with his claws and Iron Man awoke from under the rocks "Is everyone okay?" He asked, "Richards his down one of the spiders must have bitten him." The Black Panther said hurrying to Reeds side and kneeling down "I think we have other problems." Iron Man said seeing Ruin standing over Spider-Man he knelt down on both knees when Spider-Man woke up and sat up looking at the Symbiote. Iron Man held up his arm cannon and got ready to fire into the back the Symbiote but didn't pull the trigger after he noticed the symbiote started to shrink to the size of a boy and vanished within Adrian who looked up at Spider-Mans torn mask "Dad… can we go home?"

 _It's over._

Spider-Man fell forward wrapping one arm around Adrian hugging him "Yes, we're going home…" Spider-Man looked up at Iron Man without the boy noticing, Iron Man lowered his arm, with Spider-Man waiting to see what Tony would do "We're going home."

 **So what does this make us?**

 **We are Ruin, and for now, we are alive and that is enough.**

 **We aren't done yet are we symbi-... Ruin**

 **No, we've just begun**


	13. Enter the Hulk

WAKANDA

Adrian was sitting on a medical table in the Royal Palaces medical center, he was wearing white medical garments and on a table next to him was a sedated Reed Richards who had advanced wakandan medical machinery attached to his neck sucking out the venom. Adrian was being scanned by Iron Man all while the boy glared at him through the scanning process with Spider-Man and the Black Panther behind Stark speaking.

"I can't thank you enough for letting him stay here." Spider-Man said next to the King, The Black Panther was standing hands behind his back his mask off his face "I can't thank you enough."

"I'm sorry for all the trouble I've caused you." Spider-Man added scratching the back of his neck "Do not apologize to me Spider-Man."

"How do you feel?" Iron Man asked as his armor illuminated Adrian's skin and body checking his vitals "Fine how's your back."

Iron Man stopped his scan "It's fine, miracles of modern medicine."  
 **  
And a back brace I'd bet**

Iron Man turned around and walked over to the other conscious heroes, " "I have good news and I have bad news." Iron Man said to Peter and T'Challa "

 **There talking about us?  
** **  
Of course they are, be quiet I'm trying to listen.**

 **We had a deal, don't forget, we'll know.  
**  
"Why is it always those two, can't for once it be good news period?" Spider-Man asked Tony.

The iron man held up his arm showing them a screen of Adrian's vital signs including the Ruin symbiote still surging inside him "The Symbiote is still inside but we can remove, but-" "No." Adrian said, all the avengers looked to the boy who had his legs crossed and his arms two "What?" Peter asked him his facing falling.

"Okay look so when we're all about to be Spider-God chow, Ruin and I... came to an understanding." Adrian said holding up both hands before his left hand started to turn blank before the small red eyes of Ruin poked out as if Adrian was holding a small bubble in his hand. All the men tensed up, Iron Man held up his arm cannon showing what looked like a sonic cannon, the second the symbiote saw the cannon it grew around Adrians hand and arm barring dark fangs "Peter just give the word." Iron Man asked him.

Peter placed his hand on Iron Man's arm lowering it "Wait, I want this thing gone to but I'm sick of people shooting at him." Peter snapped getting in front of him, Tony lowered his arm as the Symbiote closed its mouth settling back down.

"The symbiote isn't trying to take him over, is it?" Peter asked looking at the symbiote "It calls itself Ruin." Adrian said holding it up.

Peter's face fell "I hate it when they name themselves." Peter moaned looking at the Symbiote "What does it want?" Peter asked the boy and the symbiote, it looked up at Adrian

"Okay I'll tell them." Adrian said looking at the symbiote "I agreed to let him stay, until he can find another host."

 _I can't believe I'm saying this..._

Peter paused for a few moments "Ok."

Both Iron Man and Spider-Man looked at one another "Peter that things a parasite it-" "Symbiote Tony, as in symbiotic something that benefits both I'm sure you know the definition, and so far this thing has kept Adrian alive better then me or that nanobot you injected into him." Peter said back to Tony who looked over at the Black Panther, "Can I speak to you alone Peter?"

Peter looked back at Adrian as if to check with him if it was okay to do so. Adrian looked back at him and gave and approving nod of the head, shortly after the two men stepped outside the medical room and into and unoccupied hallway "Peter I… I'm tired, tired of chasing you, tired of chasing him." Tony said for his helmets open face mask

"Does that mean you'll back off, you'll leave Adrian alone?" Peter asked.

Iron Man gave Peter a stern look, "I will, but only if he agrees to stop meddling in SHIELD affairs, for good." Iron Man said glaring through a medical window at Adrian and the Symbiote who were speaking to the Black Panther, Peter looked at Adrian who gaped at him "Okay." Adrian grumbled.

"Will you let Reed examine him from time to time, to see if the symbiote is being honest or not?" Tony asked "Of course, I don't trust that thing anymore then you do but if it gets him to come home with me, I'll do just about anything."

LATER  
SANCTUM SANCTORUM

 **One short Quinjet ride later and we're back in the big apple, Iron Man even flew us there before we jumped out the back before he took Mr. Fantastic back to the Baxter Building.**

Spider-Man and Adrian leapt out of the quinjet over New York City, the lights of the buildings and skyscrapers lit their way home with the boy on his father's back. Iron Man flew toward the tall Baxter building only a few blocks away until landing on the roof.

Adrian, Peter, and Fang arrived at the Sanctum Sanctorum slipping in the top of the building before sliding inside one of the open doors. "Everyone should be asleep?" Peter said walking down some old staircases into the relic and artifact covered walls of Dr. Strange's house.

 **He hasn't asked about him, but he knows.**

 **Shut up**

 **It'll be brought up, we know it will**

 **Maybe he doesn't know about Jonas yet.**

Just before they arrived at the living room entrance, Spider-Man stopped and took off his mask, "Listen… Adrian, we'll need to talk soon but for now, let's just try to get some sleep." Peter said looking back at him, as they walked around into the living room "But I want you to take it easy." "Your back!" as Peter spoke Adrian felt someone wrap their arms around him he looked to see Mary Jane tearful eyes and red hair looking down at him. The second Adrian saw her he wrapped his arms back around her "Mom…"

Peter was caught off guard at first but looked up to see the rest of the Avengers were also up this late, Ronin or Hawkeye dressed as Ronin along with Luke Cage, Iron Fist, Dr. Strange, Echo, Spider-Woman all dressed in either their pajamas or their suits. It was kind of hard to tell with a few. Luke Cage had on a dark black sweats and wifebeater while Wolverine still wore his blue and yellow suit. Echo was wearing a dark black robe next to Spider-Woman who was wearing her spider suit. "Why are you all awake?" Peter asked them.

Dr. Strange answered, wearing a dark red robe and blue pajamas on but wearing his robe like his cape "We had some late night visitors of our own." Strange said gesturing to Mary Jane. "Jessica and I decided we weren't just going to leave you all alone by yourselves." Mary Jane said wiping her eyes before turning to Peter and standing up "Sickness and in health remember Tiger?"

Peter couldn't help but smile before kissing Mary Jane "I do." he said playfully using the line after he broke the kiss to look into each others eyes before they snogged some more.

 **What is this thing they are doing with their mouths, it is dis gusting.**

 **It's called kissing**

 **You do this with our mouth, we eat stuff with that**

 **I know right, but adults love it**

"Where's Jessica?" Peter asked Luke, "She's up with the baby making sure she's taken care of." Luke replied yawning.

"Alright, enough of the reunions, I'm going back to bed." Wolverine said heading toward the kitchen "The beds are up stairs Logan?" Spider-Woman said "But the beer is in here." Wolverine chuckled passing by Adrian and giving him a wink and a smile.

"For once and I'll disavow any of you if you say this, I agree with Wolvie we should get to bed." Peter said to the rest of his family leading them toward the stairs "We'll talk tomorrow."

"Talk? About what?" he asked concerned.

Peter fought through a yawn "Tomorrow Adrian, fighting a spider god and jumping back and forth through different time zones takes a lot out of a guy, even with Spider-Powers."

They came up to Adrians room, the same one he had stayed in "Goodnight Adrian." Peter said as he opened the door "night." Adrian said back quietly before they closed the door.

Peter walked away from the door making Mary Jane look at him stunned "Peter?" she asked following him to there room "Did something happen in Wakanda I should know about?"

"No- well yes, but this is more important." Peter said walking into his room, but now their room because he saw a few trunks across from the bed, no doubt holding her clothes and stuff in them. "What is?" Mary Jane asked when Peter pulled off his mask and reached under his pillow taking out file. The same file he had taken from Dr. Mattel, the same file that had the blood test results for Adrian. "I… I wanted you to know before I told Adrian." Peter said holding up the file for her to see.

Mary Jane looked at the beige file's cover, "Peter what's wrong, your scaring me?"

Peter looked at the file then took a seat back on the bed "He had… I had… another son, a twin brother who died- he never told me." Peter said fighting back tears, Mary Jane's face went white before she took a seat next to him putting her arms around him "oh god Peter, I… I'm so sorry." Peter embraced her hug for a brief moment before wiping his eyes, and holding up the envelope "There's more."

"I know who she is, who their mother is." Peter said opening it "Is?" Mary Jane asked when she saw the file and read he name in her mind "Oh Peter… oh god, not her…"

SHIELD HELICARRIER(STARKS VERSION)

Iron Man pulled the Quinnjet into the brand new Shield Helicarrier designed and paid for by Tony Stark Himself, the bright red and yellow air ship matched his armor that he wore. Though the overall look of the helicarrier dwarfed the status of condition Iron Man's suit was in. The armor was still bent and dented around his body with a few wires sticking out on his back while he slouched in the pilot's chair. Tony sighed as he finally had a moment to rest, taking a deep breath "Jarvis wake me up in three hours please." he said about to fall asleep in his suit still in the chair.

When he heard a series of knocks on the loading ramp door "Tony you in there!"

Iron Man made a silent scream through his teeth "Sir your pulse has risen." Jarvis said through his suit, "I noticed Jarvis, alright let's do this."

The Director of Shield got up his armor clunking together as the ramp lowerd to show She-Hulk, Ms. Marvel, Wonder Man and Doc Samson wearing a shield uniform like She-Hulk had started to do "So how'd it go?" She-Hulk asked next to Samson "Our Spider-Boy problem is taken care of, now Jarvis take me to bed." Iron Man ordered the AI who started to pilot the Iron Man suit "So you caught him and he's in the cargo hold sleeping?" Wonder Man asked with Iron Man walking through the four of them "It's taken care of." Tony said again with a tone in his voice.

"Yeah, we're going to need more than that Mr. Director." someone said behind Tony in the shadows, Iron Man turned around to see a man in a green suit with red hair and dark green tinted sunglasses. "Gyrich." Iron Man said with disgust recognizing the man who walked right up to Tony Stark with a big smile "The security Council would like a word Mr. Director."

THE NEXT MORNING

Adrian was laying on his bed in the same room he had used when he was last in New York at Dr. Strange's house. He was wearing a long sleeved red shirt with grey sweatpants, legs crossed looking out the window at rain patting the windows. Fang was laid on the bed next to him curled up into a ball sleeping soundly. Adrian had a book in his hand looking down at it, there appeared to be a stack of them on his bed, with a notebook and a pencil in it as a bookmark.

 **What are we reading?**

 **Just a book about a wizard, now shut up I'm reading.**

 **We're hungry, we want to eat something.**

 **You already had breakfast.**

 **No, we want chocolate and tater tots.**

… **. Okay that does sound amazing**

Adrian got up from the bed and headed to the door before poking his head out to see that nobody was in the hallway. The boy walked down the hallways of the Sanctum till he came to the stairs and looked down at them.

 **I do have my powers back so….**

He flipped onto the stairs rails sliding down it on both sock covered feet with perfect balance before he kicked off the edge and landed on the floor like an olympic gymnast, "yessssss, I'm back, I'm back, I'm back." Adrian whispered feeling his powers were back before he looked over at his reflection in one of Dr. Stranges grandfather clocks that showed Ruin standing their arms crossed.

 **Who are we talking to?**

"You I guess." Adrian said to the reflection before he walked through another hallway, he walked down it before he came to a dead end, then another then another. He decided to walk up different flight of stairs, but came to another section of the house with a large mirror next to Adrian with Ruin scratching his head.

 **Do you know where we're going?**

Adrian looked at the mirror and at Ruin "Look I was in house for like three days I didn't get really acquainted to the layout." Adrian whispered.

 **We think it was back the way we came, w could smell the hairy metal one downstairs.**

 **Hairy metal one… oh Wolverine.**

Later Adrian retraced his steps back to the first floor and eventually made his way into the kitchen where Wolverine was passed out on the table sleeping. Eight beets sat emptied with a ninth one in his hand. The kitchen had a lot of old furniture except for a few modern emitties like a microwave oven and refrigerator with a note on it. Adrian walked up to the fridge and looked at the note.

'The fridge is magic, think of whatever meal you want and it will be inside' there was Dr. with a squiggly S written next to the abbreviated word for doctor.

 **Tater Tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate, tater tots and chocolate,**

"Alright, alright." Adrian said to the voice in his head opening up the fridge to see a bag of frozen tater tots and a some bars of chocolate he retrieved before closing the door to see a second line of scribble on the note.

'P.S. don't get in the yellow gloves way'

Looking up from the note Adrian spied a pair of yellow gloves on the dishrack, the second he looked at them they gloves lifted of the rack came alive. The sockets of each finger filled up like somebody was actually wearing them but were invisible. The gloves flew over to the table where Wolverine was still snoring and gathered up the bottles before throwing them into a small blue bin with a recycle symbol on it.

 **Dr. Strange recycles go figure?**

Adrian walked to the microwave and took the bag out before he searched through the countertop cabinets and started to take out a plate. Behind him one of the gloves tried to take the beer bottle out of Logan's hand but the wolverine wouldn't let go. The glove yanked and pulled but still the passed out canada native had an adamantium grip. It waved over to the other glove who flew over and tried to pry open Wolverines hands without any effect. Adrian took an interest in it and watched as his tots heated up, the gloves continued to try and yank them out of Wolverines grip before one of them held up an index finger signalling an idea. It flew over to one of the cabinets and pulled out a large frying pan.

 **Oh this will be good**

 **I think your right.**

The glove grabbed the frying pan and came back out over to Wolverine and slammed the pan right into the back of Wolverine's head making Logan shoot up claws drawn dropping the bottle to the floor for it to shatter "GYRAAH!" Wolverine screamed baring his fangs before the gloves put the pan back and grabbed a brush and duster, to start to clean up the bottle shards. Adrian snickered behind Wolverine who looked down at the gloves that carried the broken shards over to the recycling been before giving Wolverine the middle finger and setting themselves back on the dish rack.

"I hate magic." Wolverine said as Adrians microwave timer went off, Wolverine looked over at him when he pulled out the tater tots.

"Sorry, you want some tots?" Adrian asked the canadian who gave a grunt and took a tot of the plate and threw it in his mouth.

They ate there in silence till Wolverine started to sniff the air, "Uh… so how long is this going to be a thing?" Wolverine asked looking at Adrian "Huh?" Adrian asked him.

"I can smell it lil bub, that thing inside you?" Wolverine said.

 **Words to remember "Never doubt Wolverines Nose"**

"Well- till I find him a better body." Adrian replied "Him?" Wolverine inquired

 **He means us, we.**

"I know he means you- I'm not doing this just come out already?" Adrian asked Ruin who slowly started to take shape on his neck and shoulder before a long neck extended out and revealed Ruins red eyes but nothing more on a small head like a symbiote snake.

 **Considering that Wolverine had seen all sorts of horrors in his life I bet, this wasn't any different.**

Wolverine ate another tater tot and said "Uh, neat."

 **See.**

"For now yeah, after Stark put one of those power deactivating Bugs in me this guy came in pretty handy." Adrian replied picking up a tot off his plate and tossing it into the air for the symbiote to snag like pet dog or cat would for a treat.

Wolverine had some more too popping his claws and stabbing them into the pile of tater tots skewering the fried potato snacks like they were fish "That so?"

"Totally, its kind of like your claws at first it hurt but then it…" Adrian's face froze when he saw Wolverines eyes.

 **Damnit Adrian shouldn't have said that.**

" **What why not, we-"** Ruin started to say.

 **Shut up**

Adrian swallowed the tater tot he had in his mouth "Wolverine, I'm sorry I shouldn't have said that." Adrian said bowing his head.

"Huh, why you apologizing, it ain't you who did it." Wolverine said eating the tatters of his claws.

"I know but, comparing my stuff to you, what happened to you just doesn't seem right." Adrian said tapping his hand on the table "Your a mutant and I'm… I'm not sure what I am right now." Adrian said looking at Ruin who looked at him.

"I'm not human, I'm not mutant, alien or even inhuman, six months ago I could lift four tons now it feels like I can lift three times that weight." Adrian said before Ruin dove into the remaining tater tots and started to devour them. Adrian stroked the back of the creatures head making it stop for a second them continue to eat in a more relaxed fashion.

"When Ruin coughed up the chip, my senses were on fire- my spider sense I never heard it so clearly I new ever move my enemies would make I could feel it when I was speaking with Mr. Stark yesterday." Adrian said making Wolverine take a bit more interest.

Wolverine finished off his portion of tater tots impaled on his claws before he asked "What exactly you feel lil bub?"

"Nothing, he didn't want to hurt me, he didn't want to hurt my dad, Black Panther, even Ruin." Adrian said in a low voice "These past few months so much has happened, so much I don't understand cause nobody will tell me… thats why I was figuring…?" Adrian looked at Wolverine who froze.

"Whats happening?" Adrian asked, Wolverine stood up and Adrian braced himself for a great truth

"Uh… your just going through puberty lil bub." Wolverine said before he turned away and headed to the door.

" **That was not the answer we wanted."** Ruin said while it licked its lip of tater tot crumbs reading Adrian's mind

"No, but it's the one we got." Wolverine said picking up the plate and carrying it over to the sink, the magical gloves came alive to take it out of his hands but Ruin bared its fangs at the gloves making them hold both gloves up like they were surrendering.

"It's cool I got it." Adrian said to the gloves who lowered and looked at him before they started to make sign language marks "I'm just going to assume that you signed thank you." Adrian said before he started washing his plate.

Outside the kitchen, standing in the hallway was Peter in his Spider-Man suit without his mask on next to Wolverine.

"You good kid?" Wolverine calling Peter by his nickname like he had given Adrian "We're about to find out, I never did thank you or Professor X for helping him like you did." Peter whispered.

Wolverine shrugged "It's what X-Men do, also Professor wanted me to tell you Adrians got a full ride to the institute whenever he wants to go back to school or you know a world ending event is happening."

 _Wolverine ladies and gentlemen, he's the best at what he does and what he does sing pretty, but great with kids apparently_

"School is a world ending event for someone his age." Peter said before he slipped his mask on.

 **What do you think our father wants to talk about?**

 **Our father?**

 **Yes, the elder one, he mentioned talking and I felt our fear he-**

"Adrian?" Peter asked walking into the kitchen.

Ruin vanished into Adrians shoulder before Adrian put down his plate "Oh- hey dad did you want to talk?"

Spider-Man walked toward him and crossed his arms "No not yet, Wolverine and T'Challa told me you'd been working on some stuff, show me?"

"What, you… want to train?" Adrian asked his face lighting up.

"Dr. Strange has transformed one of the closets into a dojo or something, so come on." Peter said back turning around.

Adrian quickly followed his dad back upstairs down the hallway till they came to a small broom closet door. But when Peter opened the two of them walked into a large chinese dojo. It had white tinted walls with the paper and wood like windows that let in light from somewhere, probably magic. The center of the room had a training matt with wood floors all around it, Spider-Man walked forward and stood in the center of the matt before he turned around "Alright, show me what you got."

He walked onto the matt and smiled before he kicked his foot off the floor and launched himself at his dad before he tried to hit him with a spin kick. Spider-Man dodged before Adrian tried to punch him while still in the air, another dodge.

The boy fell to the floor and tried to sweep his dads legs out from under him, Spider-Man merely flipped over him and extended his arm flicking the boy in the forehead.

 **Wait, what am I doing he has spider-sense he can read my moves.**

 _That's it Adrian, now you get it_

Rolling to his feet Adrian and came at him and walked around his dad before he took a fighting pose similar to the Black Panther. He kicked and struck at Spider-Man who dodged more quickly than before, Adrian even managed to land a punch into Spider-Man's shoulder staggering him.

"Good." Peter said before he flipped over his son and tried to sweep his legs out, Adrian held up his arm and extended his index finger and pinkie with his thumb out, using his middle and ring finger to press on his palm. A web shot out from his wrist out of nowhere and Spider-Man one instinct bent his back over dodging the liquid before it stuck to the wall and went tight. Spider-Man looked back at Adrian who saw he had small hole in his wrist with the web coming out of it.

"Oh... my... g-" Adrian started to say before his dad interrupted him "YEEEESSSSS!"

Spider-Man both arms above his head fists raised "You just made your own webs!" Spider-Man said taking off his mask to show a smile so bright it could make the Human Torch blush.

"I have organic webs?" Adrian said plucking the web out of his wrist and holding up his other arm and shooting a web out of it that connected to the ceiling and pulled up making a yo-yo of himself before Peter shot up his own web "I know right! Oh god I am so relieved this finally happened..." Peter said swinging up to him both of their heads hair hanging loose upside down.

Peter steady himself "You would not believe how many times I ran out of web fluids when I was young."

"So how long does this stuff last?" Adrian asked climbing up the web.

"It's organic so focus on eating starch food and drinking plenty of water before you plan to use a lot of webs." Peter said zipping to the ceiling with him before Adrian sat down on the ceiling.

"But keep your web shooters on you, I modified them so they have a clip that helps you cut the webs out when you need to cast another line." He said before Adrian's smile disappeared faster than Nightcrawler.

Peter noticed this and extended his arm "Adrian, what's wrong?"

"Dad I'm sorry I, I lost them when I was caught by Iron Man- we were outside the X-Mansion and we fought and I-" "shhh shhh it's okay." Peter said softly sitting on the ceiling tiles next to him.

"We'll make you some new ones, we can do it together." Peter reassured him making him turn his upside down frown into an upside down smile which more or less looked like a frown still. Peter snickered for a second before it went stern.

"Adrian I'm sorry you had to go through all this alone, you and Jonas." Peter said squeezing him softly.

Adrian still vanished again, "You would have loved him, Jonas." Adrian said.

"He always wanted to meet you, when we first saw you on TV he new right away you had to be our dad." Adrian started to say as his face grew sullen and avoided his dadsgaze "He begged me to come with him, come to New York and find you but I… I couldn't." Adrian stammered.

Peter was silent for a while as they sat there on the ceiling in silence "Can I ask why?" Peter finally asked.

"I hated you." Adrian whispered making Peter out on a hurt face but it softened.

"I hated that you or whoever abandoned us, I figured if you didn't want me at first why would you have wanted me then?" Adrian said looking at his organic webs "Jonas made me a promise and made me promise him something too."

Peter was hesitant to ask, a million questions racing through his mind "What was it?"

"That he'd never leave me, but if something were to happen to him I'd go, I'd go and I'd find you." Adrian stammered fighting back tears "It's my fault… it's my fault I couldn't save him and that's why all this is happening isn't it?"

Peter grabbed both of Adrians shoulder "No, never say that again the world is a messed up place, believe me I've seen terrible things happen to good people and wonderful things happen to the worst, I don't blame you for what happened, I blame myself for not knowing about you two about not being there for either of you." Peter said bringing him into a hug "No matter what happens you'll always be my son and I'll always love you and Jonas."

He embraced his son for a long time before they broke the hug, "Come on, let's get out of here for awhile?" Peter suggested.

The two of them climbed down off the ceiling and walked out of the magical sparring room and toward a window facing a setting sunset New York. "I don't have my costume anymore?" Adrian said realizing his costume's had been torn asunder every time he put them on "Oh yeah you're right, I think MJ could make you one-" Peter started to say before he noticed something on his son skin.

 **Leave that to us**

Ruins words were echoed around Adrians ears before he noticed what his dad was seeing, the symbiote started to seep out of every pore in Adrians body oozed black symbiote till it covered his whole body up to his neck. A small red spider appeared on his chest before it extended its eight arms and legs around to the back to another spider before it connected. Two red squares appeared on the back of his hands, the hairs on his neck started to stand up before he felt the symbiote cover them and the rest of his head in a black mask with two red spider eyeholes. When it settled the red faded away into white, matching Peters suit perfectly.

"Whoa." Adrian said looking at the red spider slowly starting to fade to white, he perfectly matched Spider-Man's black suit, looking like a miniature version of him.

"Neat." Both Spider-Man and Spider-Boy said at the same time before they zipped out of the window over the skyline.

BAXTER BUILDING

Reed looked over Adrian with his medical machines designed by his own intellectual genius. Sue, Johnny and Ben were all in the room with him before Reed finished up.

"No change from last time I looked at you Adrian, the symbiotes spread has halted around his body, Peter I'd like to try something if it be only with you." Reed said using his fantastic abilities to extend his arm over to a drawer and pull out a scalpel.

Spider-Man was hesitant at first "What is it."

"Small cut on his forearm to test a theory." Reed said before Peter looked at Adrian who shrugged.

"Go ahead." Peter said crossing his arms watching.

Reed dragged the scalpel point and blade over Adrian's skin cutting it just enough to draw blood. But the second the red juices turned black and hardened drawing back inside and the wound sealing itself with a new scar that would fade in time.

"Fascinating, the symbiote is... well being symbiotic, your healing factor seems to has multiplied in speed, you may be able to heal as fast as wolverine now?" Reed summarized taking the scalpel and putting it down under a microscope. He looked at it for a brief moment seeing the mutated blood cells before he raised his head "I've got everything I need, Adrian you can go."

The boy looked to his dad "Go see Franklin, I'm sure he's been dying to see you." Peter said.

Adrian got up and walked to the door with Ben and Johnny heading out after him.

"Can we talk about the elephant in the room?" Sue asked out of the blue.

"You must be using your powers cause I don't see an elephant?" Peter asked with his secondary power of making terrible jokes. As soon as Sue was sure Adrian was gone and the door was shut she walked up to Peter and stood right in front of him "WHAT THE HELL IS WRONG WITH YOU!"

She screamed so loud and all of a sudden Spider-Man flipped onto the wall from his spider sense going off "Whoa, Whoa where did this come from."

"Peter Adrian's not one of those teenage superheroes who follow you around, he's your son- he's your boy. What were you thinking letting him run around half the globe while you played Avenger with Luke Cage?" She barked at him from across the room, Spider-Mans mask turned into slits showing Peter had closed his eyes.

"Because I thought the further away from me he was the safer he'd be, but I was wrong I tried to get him back but every time somebody was trying to take him away okay." He replied.

"Okay- okay, Peter he's a child." Sue said crossing her arms "Yes, I know Sue, I know I've been a bad father but I was trying to do what I thought was best." Peter said on the wall hunched over as she laid into him.

Reed suddenly stepped in elongating his neck before the rest of his body walked over "Peter none of us are saying your a bad parent, your great with kids like most younger people are, but like most people it's easy until it's your very own flesh and blood, right Sue?" He asked turning to the Invisible Woman who sighed and nodded "I hate being married to one of the smartest men on the planet sometimes..." She grumbled.

"But if we had a jar for how many times Valerie, Franklin and Johnny were in trouble we could buy a new Baxter Building." She said taking a deep breath.

"Peter we aren't trying to tell you how to raise him, we just want you to know you can come to us for anything and I mean anything Peter, you may not wear a four but your as much as part of this fantastic family as anybody and that goes for Adrian too." Reed said putting his hand on Peters shoulder trying to comfort him.

Peter took a long pause "What do you guys suggest?"

Elsewhere in the Baxter building Adrian and Franklin were playing Super Smash Bros. Franklin was flailing the controller around as Adrian limply held his controller as Franklin kicked Adrian's black Captain Falcon off the edge of the map with a blue Luigi winning the fight. Off in the top corner of the screen Valerie has appeared with her red Bowser to slam down on Luigi from above with a body slam.

"Uh Adrian you know it's no fun if you don't try." Franklin said as Valerie grabbed Luigi and threw the beta brother of the super duo out of the screen claiming victory.

Valerie cheered as she won while Adrian was quite watching the screen show their avatars applauding. "Adrian you okay?" Franklin asked his friend.

"Of course he's not cause I'm not in there?" Adrian, Valerie and Franklin looked to Franklins bedroom window to see among the thick foggy clouds of the sky was one cloud in particular, a mass of two parts hot headed and one part brave Jack Powers. Adrian cracked the window open letting Mass Master float on in before he solidified. Jack had on his classic blue hoodie and camp pants with white shoes, he landed on the bed and bounced off in front of them smiling at Adrian "Glad to see you back in town, for good I hope."

"Me too Jack me to." Adrian said giving him a fist pump "So Tell is what you been up to bro." Jack said taking a seat in the flood with the rest of them.

"Well... so-"

I tell them everything from what happened since I was last here in New York, to Wakanda and at the end of it they only had one question.

"How do you know the parts of stuff you weren't conscious for?" Jack asked.

"The adults filled in the gaps, but right now I feel like I got a good handle on him." Adrian said holding up his hand looking at it, all three of the others watched when the symbiote made a puddle in Adrian's hand and popped up with two red eyes.

"Whoa." Jack said "Gross?" Franklin whispered "AWEEE He's adorable." Valerie said looking at Ruin before they saw Jack pick up a pen from Franklins desk and start to poke the symbiote.

Tell the pup to stop poking us or we will eat his fingers

"Jack could you stop?" Adrian asked taking his hand away to make sure Ruin wouldn't eat the boys fingers.

Jack didn't seem to even be aware of the danger "What you put an alien parasite in front of me I'm going to poke it with a stick." Jack said tossing the pin away.

"He's not a parasite, I think but-" Adrian started to speak but cut himself off "But what?" Adrian heard his friends ask.

He curled his hand into a soft fist letting Ruin go back inside "He kept me alive, when things got to tough Ruin kept us alive." Adrian said looking into a mirror at himself but he still didn't see his reflection he only saw Ruin looking back at him with those two blood red eye. Adrian walked up to the mirror and pressed his hand on it "I don't know how to explain it but he knows, he just knows what I need to do when it happens like instinct right?"

All three of them were silent looking at Adrian with blank faces.

Suddenly a knock came to the door "Got to go, I'm going to check out my dads space station tomorrow." Jack said turning into a cloud and slipping out of the room via the window he made a call me sign with his fingers. The door opened with Spider-Man walking in "Come on Adrian we're leaving." Adrian answers him by grabbing his mask off the bed and putting it on.

"What's wrong?" Spider-Boy asked in a low whisper as they walked onto the most coveted roof.

"Nothing it's just getting dark so it's better if we get home now." Peter said.

The swing home was long and silent, we didn't even say a single word before I couldn't stand it.

"Dad?" Spider-Boy asked him.

Spider-Man web zipped to a fog covered scaffold and his boy followed "What is it?"

"What's going to happen to me?" He asked landing onto the railing next to him.

Spider-Man froze "What?"

"I'm not stupid dad, even without Spider Sense I can tell when the adults are talking about 'that kid'." Adrian replied.

"You're not that kid, you're my kid and nothing is going to happen to you not on my watch, never again." Spider-Man said putting his hand on the boys back "Ever." Meanwhile not that far from them a woman cling to the shadows, green eyes hidden behind a set of binoculars. She lowered them about to call out but she stopped and turned away sinking back into the shadows of the dawn.

You know, for once I felt like things would go back to normal. Vigilantism was illegal a long time before the dawn of superheroes, it wouldn't be long before people saw us as heroes again... man was I wrong incredibly wrong.

A bright light suddenly appeared in the sky and when both Spiders eyes adjusted they saw a gigantic dagger like looking star ship hovering over the city. A beam of light shot down and projected itself in the heart if the city, "Puny Humans, I've come to smash, and you should know who's to blame." Standing in the big apples Times Square was a hundred foot tall holographic armored Hulk.

"You call them heroes I call them monsters, listen to what they told me before they tried to kill me—" Hulk said before the two of them looked to see a crowd of people outside a electronic store.

The two of them swung down to the nearest street lamp and could see inside the TVs and laptops were all broadcasting the same image of Iron Man, Mr. Fantastic, Dr. Strange and Black Bolt.

"I have always thought of us as friends Bruce, so I'm truest genuinely sorry." Reed started to say. "But for your sake and our own, it's the only way we can be sure." Reed said, the duo of Spiders watched the image of the Hulk return and his thunderous voice carry across the city and beyond all around the world.

"Iron Man, Dr. Strange, Mr. Fantastic, Blackbolt. They shot me into space, to a planet called Saakar. Where I could be cut— even killed." Hulk said as the image changed to show the hulk fighting a beast with tentacles and fangs, it was three times the size of the green giant.

"Where the Emperor made me a slave, then a gladiator, he sent me to die, but I survived with my Warbound."

Five other holographic giants appeared next to the Hulk, a giant stone man who looked like the Thing but leaner. He wore black leather armor over his shoulders and around his waist "Korg."

Beside the golem was a large big man with a black exoskeleton wearing an overall tunic garb holding a spear that was as sharp as a set of teeth behind fangs "Meik."

Behind them all was another insect like creature with needle like teeth, a crown behind its worm like body and two buzzing wings "Brood."

The last two appeared humanoid one a woman of red skin with black hair, she had on dark black pants and matching top with a gold trim "Elloe-" and lastly a man with great skin, black hair tied behind his head in a ponytail with black stripes on the side of his shaved head. Wearing metal armor over his shoulder and a dark tunic around his legs "Hiroim."

The image changed on the TV's showing the Hulk in a royal purple cloak, a woman in silver armor who looked like Hirorim standing behind a crowd of cheering aliens "We made a world, I was the green king and Caiera the Oldstrong was my Queen." Hulks voice echoed over the TV's before the image changed with a massive explosion "But your 'heroes' sent a bomb, killed a million people."

Spider-Boy looked up at the ship above them and saw a hatch open, standing on top of it was the hulk his voice still reaching far and wide "Now this city will fall, you have twenty four hours to evacuate. When I return I want to see Mr. Fantastic, Iron Man and Dr. Strange and if they're not here…"

The hologram in the middle of the city saw the Hulk pull out a man in a black and white suit that was torn with the wearer beaten to a pulp "... I'll do this… to your whole stinking planet."

 **The hologram went off with everyone in the city absolutely silent, I'd never heard the city so quiet so still, it was scary.**

Spider-Man and Spider-Boy looked at one another "Dad what do-" "Back to the Sanctum, now." Spider-Man said shooting a web up to the nearest sky scrapper and pulled off. His son did the same web zipping across the city as the city started to realize the situation. The city was slowly erupting into chaos, Spider-Man pressed a button under his mask activating his ear piece "Cage pick up, pick up?"

"Dad what do we do?" Spider-Boy asked.

"Not now Adrian, I need a second." Spider-Man said when he heard his earpiece pick up "Cage-" "I saw web head, so did Strange he locked himself in his study and hasn't come out since, what the hell is going on?"

"World War Hulk thats what." Spider-Man said as they neared the Sanctum, jumping up onto a roof. Spider-Boy kept up with him before they landed on the roof of the Sanctum. "Cage we're back, what's the plan?" Spider-Man asked as they entered into the Sanctum through the same open window. They'd exited from earlier that day "Get downstairs everyone should be here soon."

Later, Both Spiders had joined the rest of the Avengers in hiding except Wolverine, Luke Cage was standing in front of the fire place, Ronin and Iron Fist were sitting on a couch across from Jessica Drew and Mary Jane "Wait where's Logan?" Spider-Boy asked "Said he had to get back to the X-Men, right now we got to figure out a plan for whatever the Hulk does in twenty four hours." Luke Cage answered. .

Iron Fist was standing next to Ronin who both looked at one another "Uh Luke sorry to be a downer, but where's Strange he seems to know more about this and if what the Hulk says is true-" "We don't know what the Hulks talking about Strange would never kill a million people." Luke said.

"The Hulks telling the truth." All eyes looked to the grand staircase to see Dr. Strange walking down it with Wong behind him "What?" Spider-Man asked.

"Not that long ago, Tony, Reed, Charles, Blackbolt and Namor agreed that the Hulk was to dangerous to be left here on Earth so we sent him away."

Dr. Strange came down to the ground floor with the rest of them "Please understand, Bruce was our friend we all know the Hulk as a hero but his rage would one day become to great, the plan was to send him to a world of rich game and vegetation, nothing to hurt him and nothing he could hurt." Dr. Strange said.

"But something happened, his ship was blown of course landed on the alien world you all saw, there the radiation of that world has made him stronger and the accident angrier than he's ever been." Dr. Strange said as Adrian looked up at his dad who looked over at Mary Jane.

"That being said I've spoken with Tony, he said if we all help with the evacuation of New York within twenty four hours we'll all receive amnesty… providing we turn ourselves in after this is over, if we survive." Dr. Strange said to the Heroes for Hire and Avengers of past and present, at first nobody said anything.

"Then we go." Spider-Man said suddenly "And let Stark arrest us afterwards?" Luke asked "I'm not talking about that right now, if the Hulk is really out for blood then we got to get as many people out of his way as possible before we get in it?" Spider-Man said.

"Politics aside this city, the world needs the Avengers so we need move now." Spider-Man said.

Again nobody said anything "Alright, let's roll then." Luke said heading to the door "So where do we go?" Spider-Boy asked making Spider-Man stop.

He looked to the other Avengers with Cage already heading to the door "Bring him, he's practically an Avenger already."

 **Never have needed something so much and not known it till I received it. But like most of my life I had no idea what was coming, what real power was and why the Hulk was the strongest there is.**


End file.
